UNITED ~~STATES~~STATESSECURITIES AND EXCHANGE COMMISSIONWashington, D.C. 20549

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT ~~REPORT~~REPORTPursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

~~Pursuant~~Date toof ~~Section~~Report 13(Date orof ~~15(d~~earliest event reported): ofJuly ~~the~~27, 2011

~~Securities~~NATIONAL ~~Exchange~~PROPERTY ~~Act~~INVESTORS ~~of 1934~~5

~~Date of Report~~ (~~Date~~Exact name of ~~earliest~~Registrant ~~event~~as ~~reported)~~specified ~~June~~in ~~27,~~its ~~2011~~charter)

NATIONAL PROPERTY INVESTORS 5

California (State or other jurisdiction of incorporation)	0-11095 (Commission File Number)	22-2385051 (I.R.S. Employer Identification Number)
55 Beattie Place Post Office Box 1089 Greenville, South Carolina 29602 (Address of principal executive offices, including Zip Code)
Registrant’s telephone number, including area code: (864) 239-1000

~~(Exact~~Check ~~name~~the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligations of ~~Registrant~~the asregistrant ~~specified~~under inany ~~its~~of ~~charter)~~the following provisions:

California	0-11095	22-2385051
(State or other jurisdiction	(Commission	(I.R.S. Employer
of incorporation)	File Number)	Identification Number)

[ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

55[ ~~Beattie~~] Soliciting ~~Place~~material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

~~Post~~[ ~~Office~~] Pre-commencement ~~Box~~communications ~~1089~~pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

~~Greenville,~~[ ~~South~~] Pre-commencement ~~Carolina~~communications ~~29602~~pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

~~(Address~~Item 5.07. Submission of ~~principal~~Matters ~~executive~~to ~~offices)~~a Vote of Security Holders.

On July 7, 2011, National Property Investors 5, a California limited Partnership (~~864~~the “Registrant”), ~~239~~filed a definitive proxy statement (the “Consent Solicitation Statement”), with the Securities and Exchange Commission (Commission File No. 0-~~1000~~11095), in connection with the solicitation of consents of the Registrant’s limited partners (the “Limited Partners”) for the sale of Willow Park on Lake Adelaide Apartments (the “Property”), which is the Registrant’s last remaining property. Under the terms of the Registrant’s partnership agreement, the consent of Limited Partners owning more than 50% of the outstanding units of limited partnership interest of the Registrant (the “Units”) is required to approve the sale of the Property as set forth in the Consent Solicitation Statement. As of July 5, 2011, the record date for the consent solicitation, there were 82,428 Units issued and outstanding, with affiliates of the Registrant owning 53,930, or approximately 65.43%, of the outstanding Units. A total of 37,149 of the Units owned by the Registrant’s affiliates are subject to a voting restriction, which requires that these Units be voted in proportion to the votes made with respect to Units not subject to this restriction. Accordingly, the consent of Limited Partners owning at least 7.11% of the remaining outstanding Units, or approximately 5,860 Units, that are not subject to the voting restriction is required to approve the sale of the Property on the terms described in the Consent Solicitation Statement. The consent solicitation period expired at 5:00 p.m., New York City time, on July 27, 2011.

~~(Issuer'~~The sale of the Property was approved by the Limited Partners by the requisite consent without a meeting pursuant to the terms of the Registrant’s ~~telephone~~partnership ~~number)~~agreement and the Consent Solicitation Statement. The final voting results for the consent solicitation relating to the sale of the Property are as follows:

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligations of the registrant under any of the following provisions:

Number and Percentage of Outstanding Units Consenting to the Sale	Number and Percentage of Outstanding Units Withholding Consent to the Sale	Number and Percentage of Outstanding Units Abstaining
50,122 (60.81%)	1,441 (1.75%)	460 (0.56%)

[ The ~~] Written~~votes ~~communications~~of ~~pursuant~~the toaffiliates ~~Rule~~and ~~425~~non-affiliates ~~under~~of the ~~Securities~~Registrant ~~Act~~in ~~(17~~connection ~~CFR~~with ~~230.425)~~the consent solicitation are as follows:

[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

Number and Percentage of Outstanding Units
Consenting to the Sale

Number and Percentage of Outstanding Units Withholding Consent to the Sale

Number and Percentage of Outstanding Units
Abstaining

Affiliates:
   22,589 (27.41%) (Restricted Units)
    16,781 (20.36%) (Unrestricted Units)

Non-Affiliates:
   10,752 (13.04%)

Affiliates:
649 (0.79%) (Restricted Units)

Non-Affiliates:
792 (0.96%)

Affiliates:
207 (0.25%) (Restricted Units)

Non-Affiliates:
253 (0.31%)

~~[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))~~SIGNATURE

[Pursuant ~~] Pre-commencement communications pursuant~~ to ~~Rule~~the ~~13e-4(c)~~requirements ~~under~~of the Securities Exchange Act ~~(17~~of ~~CFR~~1934, ~~240~~the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.~~13e-4(c))~~

~~Item~~NATIONAL ~~1.01~~PROPERTY ~~Entry~~INVESTORS ~~Into a Material Definitive Agreement.~~5

~~National~~By: NPI ~~Property~~Equity ~~Investors 5~~Investments, ~~a California limited Partnership (the “Registrant”), owns Willow Park on Lake Adelaide Apartments (“Willow Park”), a 185-unit apartment complex located in Altamonte Springs, Florida~~Inc. Managing AsGeneral previously disclosed, on May 26, 2011, the Registrant entered into a Purchase and Sale Contract (the “Purchase Agreement”) with a third party, BHE Acquisitions, L.L.C., an Iowa limited liability company (the “Purchaser”), to sell Willow Park to the Purchaser for a total sales price of $8,950,000. Partner

On By: /s/Stephen June 27, 2011, the Registrant and Purchaser entered into a First Amendment of Purchase and Sale Contract (the “First Amendment”), pursuant to which the expiration of the feasibility period was extended to June 30, 2011B. Waters

~~This~~Stephen ~~summary of the terms and conditions of the First Amendment is qualified in its entirety by reference to the First Amendment, a copy of which is attached hereto as an exhibit~~B. Waters

~~Item~~Senior ~~9.01~~Director ~~Financial~~of ~~Statements~~Partnership ~~and Exhibits~~Accounting

~~(d)~~Date: ~~Exhibits~~August 1, 2011

10.35 First Amendment of Purchase and Sale Contract between National Property Investors 5, a California limited partnership, and BHE Acquisitions, L.L.C., an Iowa limited liability company, dated June 27, 2011.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

National Property Investors 5

By: NPI Equity Investments, Inc.

Managing General Partner

By: /s/Stephen B. Waters

Stephen B. Waters

Senior Director of Partnership Accounting

Date: June 30, 2011

Filing Compare · NATIONAL PROPERTY INVESTORS 5