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

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

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

~~Date~~Pursuant ofto ~~Report~~Section ~~(Date~~13 ofor ~~earliest event reported~~15(d): ~~July~~of ~~27, 2011~~the

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

~~(Exact~~Date ~~name~~ of ~~Registrant~~Report as(Date ~~specified~~of inearliest ~~its~~event ~~charter~~reported) September 8, 2011

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

NATIONAL PROPERTY INVESTORS 5

~~Check~~(Exact ~~the~~name ~~appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligations~~ of ~~the~~Registrant ~~registrant~~as ~~under~~specified ~~any~~in ofits ~~the following provisions:~~charter)

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

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

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

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

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

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

~~On July 7, 2011, National Property Investors 5, a California limited Partnership~~ (~~the “Registrant”~~864), ~~filed a definitive proxy statement (the “Consent Solicitation Statement”), with the Securities and Exchange Commission (Commission File No. 0~~239-11095), 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. 1000

~~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’~~(Issuer's ~~partnership~~telephone ~~agreement and the Consent Solicitation Statement. The final voting results for the consent solicitation relating to the sale of the Property are as follows:~~number)

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

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:

~~The~~[ ~~votes~~] Written ofcommunications ~~the~~pursuant ~~affiliates~~to ~~and~~Rule ~~non-affiliates~~425 ofunder the ~~Registrant~~Securities inAct ~~connection~~(17 ~~with~~CFR ~~the consent solicitation are as follows:~~230.425)

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 UnitsAbstaining
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%)

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

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

~~Pursuant~~[ to] Pre-commencement ~~the~~communications ~~requirements~~pursuant ~~of the Securities Exchange Act of 1934, the Registrant has duly caused this report~~ to beRule ~~signed~~13e-4(c) onunder ~~its behalf by~~ the ~~undersigned~~Exchange ~~hereunto~~Act ~~duly~~(17 ~~authorized~~CFR 240.13e-4(c))

~~NATIONAL~~Item ~~PROPERTY~~2.01 ~~INVESTORS~~Completion 5of Acquisition or Disposition of Assets

~~By: NPI~~National ~~Equity~~Property ~~Investments~~Investors 5, ~~Inc~~a California limited Partnership (the “Registrant”), owned Willow Park on Lake Adelaide Apartments (“Willow Park”), a 185-unit apartment complex located in Altamonte Springs, Florida. ~~Managing~~ ~~General~~On ~~Partner~~September 8, 2011, the Registrant sold Willow Park to a third party, BHE Acquisitions, L.L.C., an Iowa limited liability company (the “Purchaser”), for a total sales price of $8,950,000, less $400,000 funded by the Registrant for a capital improvement escrow. Willow Park was the Registrant’s sole investment property.

~~By: /~~In accordance with the terms of the Registrant’s~~/Stephen~~ B.partnership ~~Waters~~agreement, the Registrant’s managing general partner is currently evaluating the cash requirements of the Registrant to determine what portion of the net sales proceeds, if any, will be available to distribute to the Registrant’s partners.

Stephen B. WatersSIGNATURE

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

~~Date:~~National ~~August~~Property 1,Investors ~~2011~~5

By: NPI Equity Investments, Inc.

Managing General Partner

By: /s/Stephen B. Waters

Stephen B. Waters

Senior Director of Partnership Accounting

Date: September 9, 2011

Filing Compare · NATIONAL PROPERTY INVESTORS 5