UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): May 11, 2015

WNC Housing Tax Credit Fund VI, L.P., Series 5

(Exact name of registrant as specified in its charter)

California	0-24855	33-0745418
(State or other jurisdiction	(Commission	(IRS Employer
of incorporation)	File Number)	Identification No.)

17782 Sky Park Circle, Irvine, CA 92614

(Address of principal executive offices) (Zip Code)

Registrant's telephone number, including area code: (714) 662-5565

N/A

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

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

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

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

[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 5.07. Submission of Matters to a Vote of Security Holders.

As previously disclosed in the definitive consent solicitation materials filed by the registrant on March 25, 2015, the registrant has conducted a solicitation of consents from its security holders to a proposal.

The proposal entailed approval of the sale of the remaining investment asset of the Partnership. Majority approval for the proposed asset sale was received on May 11, 2015.

The result of the solicitation for the asset sale proposal as of May 11, 2015 was as follows:

Security holders were entitled to one vote for each security held.

A total of 13,132.929 votes were received as of May 11, 2015 of which 12,532.292 (50.55% of the total outstanding) were in favor of the proposal, 168.000 (0.68% ) were in opposition, and 432.000 (1.74% ) were in abstention.

As stated above, the solicitation was conducted through written consents. No meeting of the registrant’s security holders was held.

Item 9.01. Financial Statements and Exhibits.

None.

SIGNATURES

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 thereunto duly authorized.

	Dated: May 11, 2015		WNC Housing Tax Credit Fund VI, L.P., Series 5
			By: /s/ MELANIE WENK
			Name: Melanie Wenk
			Title: Senior Vice President - Chief Financial Officer of WNC & Associates, Inc., General Partner of registrant

WNC HOUSING TAX CREDIT FUND VI LP SERIES 5 8-K