JMB INCOME PROPERTIES LTD V - 10-K Annual Report

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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 10-K

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

For the fiscal year
ended December 31, 2002 Commission file number 0-8716

JMB INCOME PROPERTIES, LTD. - V
------------------------------------------------------
(Exact name of registrant as specified in its charter)

Illinois 36-2897158
(State of organization) (I.R.S. Employer Identification No.)

900 N. Michigan Ave., Chicago, Illinois 60611
(Address of principal executive office) (Zip Code)

Registrant's telephone number, including area code 312-915-1987

Securities registered pursuant to Section 12(b) of the Act:

Name of each exchange on
Title of each class which registered
- ------------------- -------------------------
None None

Securities registered pursuant to Section 12(g) of the Act:

LIMITED PARTNERSHIP INTERESTS
(Title of class)

Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act
of 1934 (the "Act") during the preceding 12 months (or for such shorter
period that the registrant was required to file such reports), and (2) has
been subject to such filing requirements for the past 90 days.
Yes [ X ] No [ ]

Indicate by check mark if disclosure of delinquent filers pursuant to
Item 405 of Regulation S-K is not contained herein, and will not be
contained, to the best of registrant's knowledge, in definitive proxy or
information statements incorporated by reference in Part III of this
Form 10-K or any amendment to this Form 10-K [ X ]

Indicate by check mark whether the registrant is an accelerated filer (as
defined in Rule 12b-2 of the Act). Yes [ ] No [ X ]

State the aggregate market value of the voting and non-voting common equity
held by non-affiliates computed by reference to the price at which the
common equity was last sold, or the average bid and asked price of such
common equity, as of the last business day of the registrant's most
recently completed second fiscal quarter. Not applicable.

Documents incorporated by reference: None

TABLE OF CONTENTS

Page
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PART I

Item 1. Business . . . . . . . . . . . . . . . . . . 1

Item 2. Properties . . . . . . . . . . . . . . . . . 5

Item 3. Legal Proceedings. . . . . . . . . . . . . . 7

Item 4. Submission of Matters to a
Vote of Security Holders . . . . . . . . . . 7

PART II

Item 5. Market for the Partnership's
Limited Partnership Interests and
Related Security Holder Matters. . . . . . . 8

Item 6. Selected Financial Data. . . . . . . . . . . 9

Item 7. Management's Discussion and
Analysis of Financial Condition and
Results of Operations. . . . . . . . . . . . 13

Item 7A. Quantitative and Qualitative
Disclosures About Market Risk. . . . . . . . 18

Item 8. Financial Statements and
Supplementary Data . . . . . . . . . . . . . 19

Item 9. Changes in and Disagreements
with Accountants on Accounting and
Financial Disclosure . . . . . . . . . . . . 40

PART III

Item 10. Directors and Executive Officers
of the Partnership . . . . . . . . . . . . . 40

Item 11. Executive Compensation . . . . . . . . . . . 43

Item 12. Security Ownership of Certain Beneficial
Owners and Management and Related
Security Holder Matters. . . . . . . . . . . 44

Item 13. Certain Relationships and
Related Transactions . . . . . . . . . . . . 47

Item 14. Controls and Procedures. . . . . . . . . . . 47

PART IV

Item 15. Exhibits, Financial Statement Schedules,
and Reports on Form 8-K. . . . . . . . . . . 48

SIGNATURES and CERTIFICATIONS . . . . . . . . . . . . . . 49

i

PART I

ITEM 1. BUSINESS

Unless otherwise indicated, all references to "Notes" are to Notes to
Consolidated Financial Statements contained in this report. Capitalized
terms used herein, but not defined, have the same meanings as used in the
Notes.

The registrant, JMB Income Properties, Ltd. - V (the "Partnership") is
a limited partnership formed in 1976 and currently governed by the Revised
Uniform Limited Partnership Act of the State of Illinois to invest in
improved income-producing commercial and residential real property. The
Partnership sold $38,500,000, in Limited Partnership Interests (the
"Interests") to the public commencing on August 15, 1977 pursuant to a
Registration Statement on Form S-11 under the Securities Act of 1933
(Registration No. 2-58026). A total of 38,500 Interests were sold to the
public at $1,000 per Interest. The offering closed on September 30, 1977.
No Limited Partner has made any additional capital contributions after such
date. The Limited Partners of the Partnership share in their portion of
the Partnership's real property investments according to the number of
Interests held.

The Partnership has been engaged solely in the business of the
acquisition, operation and sale and disposition of equity real estate
investments. Such equity investments have been held by fee title,
leasehold estates and/or through joint venture partnership interests. The
Partnership's joint venture's real estate investment is located in North
Carolina. A presentation of information about industry segments,
geographic regions, raw materials or seasonality is not applicable and
would not be material to an understanding of the Partnership's business
taken as a whole. Pursuant to the Partnership Agreement, the Partnership
is required to terminate no later than December 31, 2026. The Partnership
is self-liquidating in nature. At sale of a particular property, the net
proceeds, if any, are generally distributed or reinvested in existing
properties rather than invested in acquiring additional properties. As
discussed further in Item 7, the Partnership currently expects to conduct
an orderly liquidation of its remaining investment property and to wind up
its affairs as quickly as practicable barring any unforeseen economic
developments.

The Partnership has made the real property investments set forth in
the following table:

Reference is made to Item 7 below for a discussion of competitive
conditions impacting the Partnership's investment property, as well as the
determination of the Partnership not to devote further funds to such
investment property and the appointment of a receiver to manage such
property on behalf of the lender. Approximate occupancy levels for the
property, based on information received from the receiver since the third
quarter of 2001, are set forth in the table in Item 2 below to which
reference is hereby made. In the opinion of the Managing General Partner
of the Partnership, the investment property held at December 31, 2002 is
adequately insured.

Reference is made to the Notes for a schedule of minimum lease
payments to be received in each of the next five years, and in the
aggregate thereafter, under leases in effect at the Partnership's property
as of December 31, 2002.

The Partnership has no employees.

The terms of transactions between the Partnership, the General
Partners and their affiliates are set forth in Item 11 below to which
reference is hereby made for a description of such terms and transactions.

ITEM 2. PROPERTIES

The Partnership owns, through a joint venture partnership, the
interest in the property referred to under Item 1 above to which reference
is hereby made for a description of said property.

The following is a listing of principal business carried on in and
approximate occupancy levels by quarter during fiscal years 2002 and 2001
for the Partnership's investment property owned during 2002:

ITEM 3. LEGAL PROCEEDINGS

On August 6, 2001, an action entitled STATE STREET BANK AND TRUST
COMPANY, AS TRUSTEE, FOR THE REGISTERED HOLDERS OF FDIC REMIC TRUST 1994-
C1, COMMERCIAL MORTGAGE PASSTHROUGH CERTIFICATES, SERVICES 1994-C1 v.
WACHOVIA BUILDING ASSOCIATES was initiated in the Superior Court Division
of the General Court of Justice for the County of Forsyth, State of North
Carolina. In the proceeding, State Street Bank and Trust Company ("State
Street"), as the trustee for the owners of the beneficial interests in the
entity (the "Noteholder") holding the mortgage note secured by the 301
North Main Street (formerly Wachovia Bank) and Phillips Buildings
(collectively, the "Property") sought the appointment of a receiver to take
possession, manage and collect the rents and income of the Property. The
joint venture (the "Venture") that owns the Property had not made the
scheduled debt service payments on the mortgage note since June 2001 due to
the then current and anticipated vacancy at the Property.

On August 6, 2001, the Court entered an order appointing a temporary
receiver for the Property. Subsequently, the Venture entered into
negotiations with the receiver and State Street in order to avoid a
contested final hearing. As a result of such negotiations, in
consideration for, among other things, the right to petition for a hearing
from and after April 2002 if the Noteholder failed to diligently pursue
foreclosure and for a provision limiting the liability of the Venture in
all contracts relating to the Property, the Venture decided not to contest
the final hearing at which the order making the appointment of the receiver
was made permanent, and such order was entered on November 13, 2001. As a
result, the Venture no longer has possession or control of the Property.
The receiver had been marketing the property for sale. After the contract
for sale that had previously been entered into was terminated, the lender
notified the Venture that it was examining its alternatives with respect to
the property. Subsequent to the end of the year, the Venture was notified
that the lender began marketing its mortgage loan for sale. The Venture
has been advised that the lender sold the loan to a third party on
March 17, 2003. The Venture has been contacted by the new third party
lender and is currently in discussions with the goal of having the new
lender take title to the property as soon as practicable. Although we
expect the new third party lender to move to take title to the property in
a timely manner, we have no assurance that this will be the case.

Given the non-recourse nature of both the loan and the indemnities
provided by the venture in connection therewith, the Partnership does not
believe (although there can be no assurance in that regard) that any of
these efforts are likely to increase liabilities to the Partnership or the
Venture with respect to the property. However, the Venture and the
Partnership continue to expend resources to monitor these efforts and
continue in existence. In the event that the successor lender does not
promptly move to take title to the Property, the court overseeing the
receivership may not permit the receivership to continue indefinitely
considering that the lender has not moved toward foreclosure as it had
represented to the court that it would. Title to the property is held by
301 Main, LLC, which is substantially without assets other than the
property. In the event that the receivership is terminated by the Court,
there may be no entity that is willing and capable of continuing to operate
the property, which may cause third-party claims to arise against the
property and further prolong the period until the property is sold.

The Partnership is not subject to any other material legal
proceedings.

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

There were no matters submitted to a vote of security holders during
fiscal years 2001 and 2002.

PART II

ITEM 5. MARKET FOR THE PARTNERSHIP'S LIMITED PARTNERSHIP INTERESTS
AND RELATED SECURITY HOLDER MATTERS

As of January 1, 2003, there were 2,488 record holders of Interests in
the Partnership. There is no public market for Interests and it is not
anticipated that a public market for Interests will develop. Consequently,
a holder may not be able to sell or otherwise liquidate his Interests.
Upon request, the Managing General Partner may provide information relating
to a prospective transfer of Interests to an investor desiring to transfer
his Interests. The price to be paid for the Interests, as well as any
other economic aspects of the transaction, will be subject to negotiation
by the Investor. There are certain conditions and restrictions on the
transfer of Interests, including, among other things, the requirement that
the substitution of a transferee of Interests as a Limited Partner of the
Partnership be subject to the written consent of the Managing General
Partner, which may be granted or withheld in its sole and absolute
discretion. The rights of a transferee of Interests who does not become a
substituted Limited Partner will be limited to the rights to receive his
share of profits or losses and cash distributions from the Partnership, and
such transferee will not be entitled to vote such Interests or have other
rights of a Limited Partner. No transfer will be effective until the first
day of the next succeeding calendar quarter after the requisite transfer
form satisfactory to the Managing General Partner has been received by the
Managing General Partner. The transferee consequently will not be entitled
to receive any cash distributions or any allocable share of profits or
losses for tax purposes until such next succeeding calendar quarter.
Profits or losses from operations of the Partnership for a calendar year in
which a transfer occurs will be allocated between the transferor and the
transferee based upon the number of quarterly periods in which each was
recognized as the holder of the Interests, without regard to the results of
the Partnership's operations during particular quarterly periods and
without regard to whether cash distributions were made to the transferor or
transferee. Profits or losses arising from the sale or other disposition
of Partnership properties will be allocated to the recognized holder of the
Interests as of the last day of the quarter in which the Partnership
recognized such profits or losses. Cash distributions to a holder of
Interests arising from the sale or other disposition of Partnership
properties will be distributed to the recognized holder of the Interests as
of the last day of the quarterly period with respect to which such
distribution is made.

Reference is made to Item 6 below for a discussion of cash
distributions made to the Limited Partners.

Reference is made to Item 7 for a discussion of unsolicited tender
offers received from unaffiliated third parties.

ITEM 6. SELECTED FINANCIAL DATA

JMB INCOME PROPERTIES, LTD. - V
(A LIMITED PARTNERSHIP)
AND CONSOLIDATED VENTURE

DECEMBER 31, 2002, 2001, 2000, 1999 AND 1998
(NOT COVERED BY INDEPENDENT AUDITORS' REPORT)

SIGNIFICANT PROPERTY - SELECTED RENTAL AND OPERATING DATA AS OF DECEMBER 31, 2001

ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS

LIQUIDITY AND CAPITAL RESOURCES

As a result of the public offering of Interests as described in
Item 1, the Partnership had approximately $34,926,000 (after deducting
selling expenses and other offering costs) with which to make investments
in income-producing commercial and residential real property, to pay legal
fees and other costs (including acquisition fees) related to such
investments and for working capital reserves. A portion of such proceeds
was utilized to acquire the properties described in Item 1 above.

The board of directors of JMB Realty Corporation ("JMB") the managing
general partner of the Partnership, has established a special committee
(the "Special Committee") consisting of certain directors of JMB to deal
with all matters relating to tender offers for Interests in the
Partnership, including any and all responses to such tender offers.

On March 2, 2000, the Partnership was notified that certain affiliates
of MacKenzie Patterson, Inc. and certain other third parties had commenced
an unsolicited offer to the Limited Partners to purchase up to 15,402
Interests in the Partnership (approximately 40% of the outstanding
Interests) at a price of $80 per Interest. None of the offerors are
affiliated with the Partnership or the General Partners. The offer, which
was originally scheduled to expire on June 9, 2000, was amended on May 3,
2000 to increase the purchase price to $115 per Interest and extend the
offer period through June 16, 2000. The Special Committee expressed no
opinion and remained neutral with respect to the offer as initially made
and as amended by such amendment for those Limited Partners who had no
current or anticipated need for liquidity with respect to their Interests
and who were willing to continue bearing the economic risk of retaining
their Interests until the liquidation and termination of the Partnership.
However, the Special Committee recommended that all other Limited Partners
accept the initial offer and the amended offer and tender their Interests
pursuant to such offer. The offer was amended a second time to decrease
the offer price to $90 per Interest and extend the tender offer period to
June 30, 2000. The Special Committee's recommendation did not change as a
result of this second amendment to the tender offer. The tender offer, as
amended, expired on June 30, 2000. The Partnership is aware that, in the
aggregate, approximately 15.5% of the outstanding Interests were purchased
by the parties making such tender offer or their affiliates, either
pursuant to the tender offer or through negotiated purchases.
Additionally, the Partnership is aware that, in the aggregate,
approximately 28.82% of the outstanding Interests have been purchased by
unaffiliated third parties either pursuant to all tender offers including
the tender offer discussed above or through negotiated purchases. It is
possible that other offers for Interests may be made by third parties in
the future. However, there is no assurance that any other third party will
commence an offer for Interests, the terms of any such offer or whether any
such offer for Interests, if made, will be consummated, amended or
withdrawn.

At December 31, 2002, the Partnership had cash and cash equivalents of
approximately $3,581,000. Such funds are available for distributions to
partners, payment of withholding for taxes upon disposal of the 301 North
Main Building and Phillips Building, and working capital requirements. Due
to the re-leasing issues at the 301 N. Main Building and Phillips Building
the venture defaulted on its mortgage loan as of June 1, 2001, and the
properties will not be a source of future liquidity. In such regard,
reference is made to the Partnership's property specific discussions below.

The venture's mortgage obligation is a non-recourse loan secured by the
investment property and therefore, the Partnership and its venture partner
are not personally liable for the payment of the mortgage indebtedness.

The Partnership made a distribution of cash flow from operations of
approximately $1,155,000 ($30 per interest) to the Limited Partners and
approximately $64,000 to the General Partners in the first quarter of 2001.

In connection with this distribution, the General Partners also received an
incentive management fee of approximately $64,000. The Partnership does
not anticipate further distributions of cash to its partners until the
Partnership winds up its affairs, in order to provide sufficient working
capital to cover ongoing Partnership operating expenses and any
contingencies that may arise.

The General Partners and their affiliates had deferred payment of
certain management and leasing fees of approximately $1,679,000 (approxi-
mately $43 per interest) pursuant to the venture agreement for the 301
North Main Building and Phillips Building. Such amounts were deferred
until the sale or disposition of the property or upon termination of the
property management agreement. As described more fully in the Notes, in
August 2001, a receiver was appointed to take possession of and manage the
property. Therefore, the Partnership stopped accruing the deferred fees as
of that date and the aforementioned management agreement was terminated.
The Partnership also stopped accruing the deferred fees as of that date and
such deferred fees became payable to the General Partners. The previously
deferred fees were paid to the General Partners in December 2001 from
Partnership cash.

301 NORTH MAIN BUILDING AND PHILLIPS BUILDING

Based on information received from the receiver, occupancy at the 301
N. Main Building (formerly the Wachovia Bank Building) is approximately 10%
and the Phillips Building is vacant (approximately 6% combined) as of
December 31, 2002. Prior to December 31, 1995, substantially all of the
301 North Main Building was leased to one tenant, the Wachovia Bank.
Commencing in the third quarter of 1998 and continuing through mid-1999,
the Wachovia Bank vacated substantially all of its space in the 301 North
Main Building (approximately 200,000 square feet). The remaining space
leased during 2001 to the Wachovia Bank (approximately 8,200 square feet)
was leased pursuant to month-to-month leases, and on April 30, 2001 the
Wachovia Bank vacated this space. Wachovia Bank, which had also leased the
entire Phillips Building, vacated its space upon the expiration of its
leases (approximately 178,700 square feet in January 2002 and approximately
90,000 square feet in February 2002).

Prior to June 1, 2001, the venture had been marketing space in the 301
North Main Building and the Phillips Building to prospective replacement
tenants but was not successful in its efforts due to the lack of large
space users in this market. Re-leasing the vacant space in the buildings
would require major renovation to the buildings as well as significant
tenant improvements which, in turn, would be contingent upon the
Partnership obtaining financing for these tenant replacement costs. The
Partnership therefore determined not to commit any additional funds to the
property due to the low likelihood of achieving a return on such funds. As
a result, the Partnership decided not to continue making debt service
payments as of June 1, 2001. The mortgage loan went into default as of
June 1, 2001 and matured in November 2001, and in accordance with default
provisions of the mortgage loan agreement, the Partnership has recorded
interest upon the loan balance at the default rate of 18% per annum
commencing June 1, 2001. However, as the loan is non-recourse to the
Partnership, it is not expected that any accrued interest will be satisfied
out of assets other than the property. In early August 2001, the lender
notified the Partnership that a receiver was appointed to take possession
of and manage the property.

In July 2002, the receiver entered into a contract for sale to sell
the property to an unaffiliated third party by the end of 2002. The
proposed purchase price pursuant to this offer was in excess of the
carrying value of the property. However, the sale was subject to various
contingencies and therefore, there was no assurance that such sale would be
completed. The potential buyer opted to terminate the sale agreement in
September 2002.

In October 2002, the Partnership became aware of an offer from an
unaffiliated third party to purchase the property for $2 million. The
lender did not pursue this offer, however, as a matter of prudent
accounting practice, and in recognition that the property has not yet been
sold despite continued efforts to do so, the Partnership has recorded a
provision for value impairment of $3,871,962 in order to reduce the
carrying value of the property to approximately $2 million.

Subsequent to the end of the year, the Venture was notified that the
lender was marketing its mortgage loan for sale. The Venture has been
advised that the lender sold the loan to a third party on March 17, 2003.
The Venture has been contacted by the new third party lender and is
currently in discussions with the goal of having the new lender take title
to the property as soon as practicable. Although the Partnership expects
the new third party lender to take title to the property in a timely
manner, the Partnership has no assurance that this will be the case. The
Partnership will monitor the efforts of the new lender and the receiver to
transfer title to the property to either the new lender or a third party,
and will take such actions as it believes will accomplish this result at
the earliest possible time while minimizing any liability for the
Partnership. Because the Partnership has only modest ability to influence
these determinations and the speed with which they occur, there can be no
assurance as to the timing of these events. When a disposition of the
property is completed, the Partnership will then proceed to liquidate its
affairs barring unforseen circumstances.

The transfer of title to the property under the scenarios discussed
above would result in a gain for financial reporting and Federal and state
income tax purposes (due to the debt secured by the property being greater
than its carrying value) with no corresponding distributable proceeds.
Additionally, the Partnership will be required to remit to the state tax
authorities withholding for income taxes due as a result of the sale of the
properties or its surrender to the mortgage lender. This withholding
amount is currently estimated to be approximately $650,000.

In 1986, the Partnership's venture partner had agreed to contribute
$10,700,000, before applicable interest, to the venture pursuant to a
payment schedule from the closing date through August 1, 1996, when it
would owe the balance of its obligation (approximately $7,600,000). The
venture partner has continued to make contributions (from its share of the
property's cash flow) based on the old payment schedule rather than making
the balloon payment in August 1996 as required. As a result, the venture
partner is currently approximately $6,824,000 in arrears for such
contributions as of the date of this report. The venture partner's
obligation to make such payment is secured only by its interest in the
Venture. In the fourth quarter of 1996, the Partnership notified the
venture partner of its default effective August 1996. As a result of such
default, the venture partner's share of distributions of cash flow
generated subsequent to 1996, except as provided below, was retained by the
Venture. In December 1999, the Partnership and the venture partner entered
into an agreement (the "Option Agreement"), effective January 1, 1999,
under which the Partnership was given the option to purchase the venture
partner's interest on or before January 31, 2002 (which option must have
been exercised on or before December 31, 2001). Such option has expired.
If the Partnership had exercised its option, the purchase price for the
interest would have been $230,000 and the Partnership would have released
the venture partner from its obligation to make contributions as discussed
above. As a result of the negotiations, and in consideration of the
venture partner granting a full release to the Partnership and the Venture,
the Partnership and venture partner also concurrently entered into a
forbearance agreement, under which the Partnership agreed to not pursue its
legal remedies against the venture partner for its default related to such
obligation until November 1, 2000, subject to further extension. Though
the Partnership may now pursue such legal remedies, they are of little
practical value at present because the venture partner's obligations permit

recourse only to the venture partner's interest in the Venture, and the
venture partner's share of distributions were already being paid to the
Partnership as discussed below. The Partnership continues to reserve all
of its rights in this regard, and may determine at a later date to pursue
such remedies.

In connection with completing the Option Agreement, the venture
agreement was amended to: (1) convert the venture partner's minority
general partnership interest in the venture to a limited partnership
interest; (2) provide that no further distributions of cash flow will be
made to the venture partner after December 1999 (other than deemed
distributions of up to $830,263 per year, which are required to be paid
directly to the Partnership to reduce the debt obligations of the venture
partner as described above), at which time $200,000, representing the
venture partner's final distribution of cash flow from operations and
reserves, was distributed to the venture partner; and (3) provide that the
venture partner (assuming the option under the option agreement was not
exercised) would receive 30% of any net sale proceeds (as defined) if the
gross sale price of the property is $40,000,000 or greater. Under the
Option Agreement, upon the closing of the purchase of such interest, the
venture partner would also release the Partnership and the venture from any
and all claims that the venture partner may have against the Partnership
and the venture, including, without limitation, any amounts which may have
accrued or been distributable prior to such closing date, and the
Partnership and the venture would release the venture partner from any
further liabilities under the venture agreement, including, without
limitation, the aforementioned obligation to make additional capital
contributions. Given current market conditions, a sale of the property
would not generate proceeds to the venture partner.

As a result of the December 1999 amendment to the venture agreement
referred to above, profits and losses generally are allocated based on the
ratio of distributions (actual distributions plus any distributions deemed
to have been made) to the partners. During 2001, 87% and 13% of the
profits recognized were allocated to the Partnership and the venture
partner, respectively. At December 31, 2002, 100% of the losses recognized
during 2002 have been allocated to the venture partner for financial
reporting purposes. For financial reporting and Federal income tax
purposes, the venture reported the payments of approximately $346,000 in
2001 for the five monthly payments made before the discontinuing of debt
service payments on the obligation referred to above as deemed to be made
(and contributed for financial reporting purposes only) to the venture
partner.

RESULTS OF OPERATIONS

The decrease in restricted funds (which represent cash held in the
possession of the receiver at the 301 North Main and Phillips Buildings) at
December 31, 2002 as compared to December 31, 2001 is primarily due to
lower occupancy (resulting in lower revenues) at the 301 North Main and
Phillips Buildings and the timing of payments of cash flow from the
receiver to the lender partially offset by cash advances made by the lender
for operating expenses at the property.

The increase in interest, rents and other receivables at
December 31, 2002 as compared to December 31, 2001 is primarily due to the
timing of receipt of rental revenues at the 301 North Main Building.

The increase in prepaid expenses at December 31, 2002 as compared to
December 31, 2001 is due to an increase in insurance premiums at the 301
North Main and Phillips buildings.

The decrease in properties held for sale or disposition at
December 31, 2002 as compared to December 31, 2001 and the corresponding
provision for value impairment for the year ended December 31, 2002 is the
result of the reduction in net carrying value of the 301 N. Main and
Phillips Buildings to $2,000,000 in the third quarter of 2002.

The decrease in accounts payable at December 31, 2002 as compared to
December 31, 2001 is primarily due to the timing of payment for certain
operating expenses at the 301 N. Main Building and Phillips Building as
well as at the Partnership.

The increase in advances from lender at December 31, 2002 as compared
to December 31, 2001 is due to cash advances made by the lender to the
property to fund operating deficits at the property. There is no recourse
to the Partnership for these advances.

The increase in accrued interest at December 31, 2002 as compared to
December 31, 2001 and the corresponding increase in mortgage and other
interest for the years ended December 31, 2002 and 2001 as compared to the
same periods in 2001 and 2000, respectively, is primarily due to the
Partnership's decision to cease making debt service payments as of June
2001, which resulted in the Partnership accruing interest at the default
rate of 18% on the mortgage loan of the 301 North Main and Phillips
Buildings as of June 1, 2001. The increase in accrued interest at
December 31, 2002 as compared to December 31, 2001 is partially offset by
the receiver's payment of $400,000 of interest from cash flow to the lender
in the second quarter of 2002.

The decrease in venture partner's subordinated equity in venture for
the year ended December 31, 2002 as compared to the year ended December 31,
2001 is due to the allocation to the venture partner of 100% of loss
recognized during 2002 at the 301 N. Main Building and Phillips Building at
December 31, 2002.

The decrease in rental income for the year ended December 31, 2002 as
compared to the same periods in 2001 and 2000 is primarily due to the
decrease in occupancy at the 301 North Main and Phillips Buildings.

The decrease in interest income for the year ended December 31, 2002
as compared to the same period in 2001 is due to lower interest rates in
2002 and a lower average cash balance due to the December 2001 payment of
deferred management fees by the Partnership and the distribution of cash
flow from operations to the General Partners and Limited Partners in March
of 2001. The decrease in interest income for the year ended December 31,
2001 as compared to the same period in 2000 is due to lower interest rates
in 2001 and a lower average cash balance due to distributions of cash flow
from operations to the General Partners and Limited Partners in August of
2000 and March of 2001.

The other income for the year ended December 31, 2002 represents the
return to the Partnership of a payroll imprest fund related to a formerly
owned property in the third quarter of 2002.

The decrease in depreciation for the year ended December 31, 2002 as
compared to the same period in 2001 and for the year ended December 31,
2001 as compared to the same period in 2000 is primarily due to the 301
North Main and Phillips Buildings being classified as held for sale or
disposition as of June 1, 2001, and therefore, no longer being depreciated
as of that date.

The decrease in property operating expenses for the year ended
December 31, 2002 as compared to the same periods in 2001 and 2000 is
primarily due to lower occupancy at the 301 N. Main and Phillips buildings
in 2002. This resulted in lower expenses for utilities, maintenance and
repairs (partially due to the building management team focusing on
minimizing costs and only completing necessary projects) and property
management and leasing fees.

The increase in professional services for the years ended December 31,
2002 and December 31, 2001 as compared to the same period in 2000 is
primarily due to increased legal and other professional fees related to
issues relating to the receivership at the 301 N. Main and Phillips
Buildings and the default issues on the debt secured by the buildings, and
also partially due to higher fees for accounting services in 2002.

The decrease in amortization of deferred expenses for the year ended
December 31, 2002 as compared to the same periods in 2001 and 2000 is due
to the deferred mortgage expenses for the loan at the 301 N. Main and
Phillips buildings becoming fully amortized in 2001 at maturity of the
loan.

The management fees to Corporate General Partner for the years ended
December 31, 2001 and December 31, 2000 are a result of the distributions
of cash flow from operations to the General Partners and the Limited
Partners in March 2001 and August 2000. These management fees are based
upon a percentage of the aggregate distribution of cash flow from
operations.

The increase in venture partner's share of venture's operations for
the year ended December 31, 2002 as compared to the year ended December 31,
2001 is due to the allocation to the venture partner of 100% of the loss
recognized during 2002 at the 301 N. Main Building and Phillips Building at
December 31, 2002. The decrease in venture partner's share of venture's
operations for the year ended December 31, 2001 as compared to the year
ended December 31, 2000 is primarily due to the discontinuation of deemed
distributions to the venture partner at the 301 N. Main Building and
Phillips Building and to the Partnership upon discontinuation of debt
service payments and subsequent appointment of the receiver during 2001, as
described more fully in the Notes. Per the amendment of the venture
agreement, profits and losses are generally allocated to the Partnership
and the venture partner based on their proportional share of distributions
made or deemed to be made.

INFLATION

Due to the decrease in the level of inflation in recent years,
inflation generally has not had a material effect on rental income or
property operating expenses.

Inflation is not expected to significantly impact future operations
due to the expected liquidation of the Partnership in the near future, and
because, due to the receivership, all revenues from the property are paid
to, and all operating expenses from the property are paid by, the lender,
without recourse to the Partnership.

USE OF ESTIMATES AND CRITICAL ACCOUNTING POLICIES

The preparation of financial statements in conformity with accounting
principles generally accepted in the United States of America requires
management to make estimates and assumptions. These estimates and
assumptions affect the reported amounts of assets and liabilities and the
disclosure of contingent assets and liabilities at the date of the
financial statements and the reported amounts of revenues and expenses
during the reporting period. Critical accounting policies are those that
are both significant to the overall presentation of the Partnership's
financial condition and results of operations and require management to
make difficult, complex or subjective judgments. For example, significant
estimates and assumptions have been made with respect to the carrying
amount of property and recoverable amounts of receivables. Actual results
could differ from those estimates. The Partnership's critical accounting
policies have not changed during 2002.

ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Because the Partnership's long-term debt bears interest at a fixed
rate and is non-recourse to the Partnership, the Partnership does not
believe that it is exposed to market risk relating to interest rate
changes.

ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

JMB INCOME PROPERTIES, LTD. - V
(A LIMITED PARTNERSHIP)
AND CONSOLIDATED VENTURE

INDEX

Independent Auditors' Report

Consolidated Balance Sheets, December 31, 2002 and 2001

Consolidated Statements of Operations, years ended December 31,
2002, 2001 and 2000

Consolidated Statements of Partners' Capital Accounts (Deficits),
years ended December 31, 2002, 2001 and 2000

Consolidated Statements of Cash Flows, years ended December 31,
2002, 2001 and 2000

Notes to Consolidated Financial Statements

Schedule
--------

Consolidated Real Estate and Accumulated Depreciation III

Schedules not filed:

All schedules other than the one indicated in the index have been
omitted as the required information is inapplicable or the information is
presented in the consolidated financial statements or related notes.

INDEPENDENT AUDITORS' REPORT

The Partners
JMB INCOME PROPERTIES, LTD. - V:

We have audited the consolidated financial statements of JMB Income
Properties, Ltd. - V (a limited partnership) and consolidated venture as
listed in the accompanying index. In connection with our audits of the
consolidated financial statements, we also have audited the financial
statement schedule as listed in the accompanying index. These consolidated
financial statements and financial statement schedule are the
responsibility of the General Partners of the Partnership. Our
responsibility is to express an opinion on these consolidated financial
statements and financial statement schedule based on our audits.

We conducted our audits in accordance with auditing standards
generally accepted in the United States of America. Those standards
require that we plan and perform the audit to obtain reasonable assurance
about whether the financial statements are free of material misstatement.
An audit includes examining, on a test basis, evidence supporting the
amounts and disclosures in the financial statements. An audit also
includes assessing the accounting principles used and significant estimates
made by the General Partners of the Partnership, as well as evaluating the
overall financial statement presentation. We believe that our audits
provide a reasonable basis for our opinion.

In our opinion, the consolidated financial statements referred to
above present fairly, in all material respects, the financial position of
JMB Income Properties, Ltd. - V and consolidated venture at December 31,
2002 and 2001, and the results of their operations and their cash flows for
each of the years in the three-year period ended December 31, 2002, in
conformity with accounting principles generally accepted in the United
States of America. Also in our opinion, the related financial statement
schedule, when considered in relation to the basic consolidated financial
statements taken as a whole, presents fairly, in all material respects, the
information set forth therein.

KPMG LLP

Chicago, Illinois
March 21, 2003

JMB INCOME PROPERTIES, LTD. - V
(A LIMITED PARTNERSHIP)
AND CONSOLIDATED VENTURE

CONSOLIDATED BALANCE SHEETS

DECEMBER 31, 2002 AND 2001

ASSETS
------

JMB INCOME PROPERTIES, LTD. - V
(A LIMITED PARTNERSHIP)
AND CONSOLIDATED VENTURE

CONSOLIDATED STATEMENTS OF OPERATIONS

YEARS ENDED DECEMBER 31, 2002, 2001 AND 2000

JMB INCOME PROPERTIES, LTD. - V
(A LIMITED PARTNERSHIP)
AND CONSOLIDATED VENTURE

CONSOLIDATED STATEMENTS OF PARTNERS' CAPITAL ACCOUNTS (DEFICITS)

YEARS ENDED DECEMBER 31, 2002, 2001 AND 2000

JMB INCOME PROPERTIES, LTD. - V
(A LIMITED PARTNERSHIP)
AND CONSOLIDATED VENTURE

CONSOLIDATED STATEMENTS OF CASH FLOWS

YEARS ENDED DECEMBER 31, 2002, 2001 AND 2000

JMB INCOME PROPERTIES, LTD. - V
(A LIMITED PARTNERSHIP)
AND CONSOLIDATED VENTURE

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

DECEMBER 31, 2002, 2001 AND 2000

OPERATIONS AND BASIS OF ACCOUNTING

GENERAL

The Partnership holds (through a joint venture) one real estate
investment, which is in receivership and is no longer being managed by or
through the Partnership. Business activities consist of rentals to a small
number of commercial companies, and the ultimate sale or disposition of
such real estate. The Partnership currently expects to dispose of its
remaining investment property and to wind up its affairs as soon as
practicable, depending upon how the successor lender exercises its remedies
with respect to the sale or foreclosure of the 301 N. Main and Phillips
Buildings.

The accompanying consolidated financial statements include the
accounts of the Partnership and its majority-owned venture, Wachovia
Building Associates ("Wachovia"). The effect of all transactions between
the Partnership and the consolidated venture has been eliminated.

The Partnership's records are maintained on the accrual basis of
accounting as adjusted for Federal income tax reporting purposes. The
accompanying consolidated financial statements have been prepared from such
records after making appropriate adjustments to present the Partnership's
accounts in accordance with accounting principles generally accepted in the
United States of America ("GAAP") and to consolidate the accounts of the
venture as described above. Such GAAP and consolidation adjustments are
not recorded on the records of the Partnership. The net effect of these
items for the years ended December 31, 2002 and 2001 is summarized as
follows:

2002 2001
------------------------------------------------
TAX BASIS TAX BASIS
GAAP BASIS (UNAUDITED) GAAP BASIS (UNAUDITED)
----------- ---------- ----------- ----------

Total assets. . . . .$ 5,762,974 15,497,262 9,998,569 16,532,039

Partners' capital
accounts (deficits):
General partners. . (1,778,426) (981,066) (1,676,012) (961,784)
Limited partners. .(23,876,011) (6,426,830)(20,564,620)(5,803,370)

Net earnings (loss):
General partners. . (102,414) (19,282) (22,457) (21,021)
Limited partners. . (3,311,391) (623,460) (726,115)(2,214,556)

Net earnings (loss)
per limited part-
nership interest . . (86.21) (16.23) (18.86) (57.51)
=========== =========== =========== ==========

The net earnings (loss) per limited partnership interest is based upon
the number of limited partnership interests outstanding at the end of each
period. Deficit capital accounts will result, through the duration of the
Partnership, in a net gain for financial reporting and Federal income tax
purposes.

The preparation of financial statements in accordance with GAAP
requires the Partnership to make estimates and assumptions that affect the
reported or disclosed amount of assets and liabilities at the date of the
financial statements and the reported amounts of revenues and expenses
during the reporting period. Significant items subject to such estimates
and assumptions include the carrying amount of property and receivable
amounts of receivables. Actual results could differ from those estimates.

Statement of Financial Accounting Standards No. 95 requires the
Partnership to present a statement which classifies receipts and payments
according to whether they stem from operating, investing or financing
activities. The required information has been segregated and accumulated
according to the classifications specified in the pronouncement. The
Partnership records amounts held in U.S. Government obligations at cost,
which approximates market. For the purposes of these statements, the
Partnership's policy is to consider all such amounts held with original
maturities of three months or less ($3,581,097 and $3,741,367 at
December 31, 2002 and 2001, respectively) as cash equivalents, which
includes investments in an institutional mutual fund which holds U.S.
Government obligations, with any remaining amounts (generally with original
maturities of one year or less) reflected as short-term investments being
held to maturity.

Deferred expenses consisted primarily of refinancing, leasing and
commitment fees. Such fees were generally amortized over the terms of the
related notes using the straight-line method.

No provision for State or Federal income taxes has been made as the
liability for such taxes is that of the partners rather than the
Partnership. However, in certain instances, the Partnership has been
required under applicable law, and may be required in the future, to remit
directly to the tax authorities amounts representing withholding from
distributions paid to partners.

The Partnership acquired, either directly or through joint ventures,
two office building complexes and nine shopping centers. Ten properties
have been sold or disposed of by the Partnership through December 31, 2002.

The remaining property, an office building complex, is operating in
receivership. The cost of the investment property represents the total
cost to the Partnership and its venture plus miscellaneous acquisition
costs.

Depreciation on the property has been provided over the estimated
useful lives of the various components as follows:

YEARS
-----

Buildings and improvements--150% declining-balance
or straight-line . . . . . . . . . . . . . . 5-40
====

The investment property is pledged as security for the long-term debt,
for which there is no recourse to the Partnership or its venture. The
investment property was placed in receivership in August 2001.

Maintenance and repair expenses are charged to operations as incurred.

Significant betterments and improvements are capitalized and depreciated
over their estimated useful lives.

SFAS No. 144 provides a single accounting model for long-lived assets
to be disposed of. SFAS No. 144 also changes the criteria for classifying
an asset as held for sale; and broadens the scope of property to be
disposed of that qualifies for reporting as discontinued operations and
changes the timing of recognizing losses on such operations. The
Partnership adopted SFAS No. 144 on January 1, 2002. The adoption of SFAS
No. 144 did not affect the Partnership's financial statements.

In accordance with SFAS No. 144, long-lived assets, such as property,
are reviewed for impairment whenever events or changes in circumstances
indicate that the carrying amount of an asset may not be recoverable. If
the carrying amount of an asset exceeds its estimated future cash flows, an
impairment charge is recognized by the amount by which the carrying amount
of the asset exceeds the fair value of the asset. Assets to be disposed of
are separately presented in the balance sheet and reported at the lower of
the carrying amount or fair value less costs to sell, and are no longer
depreciated.

Prior to the adoption of SFAS No. 144, the Partnership accounted for
long-lived assets in accordance with SFAS No. 121, "Accounting for
Impairment of Long-Lived Assets and for Long-Lived Assets to be Disposed
of", which was superseded by SFAS No. 144.

In accordance with the Partnership's plan to dispose of the property,
debt service payments were suspended as of June 1, 2001. As of that date,
the property was again identified as held for sale or disposition and
accordingly, the property is no longer being depreciated as of that date.
The results of operations, net of venture partner's share, for the years
ended December 31, 2002, 2001 and 2000 for this property were $(4,211,190),
$2,039,680 and $1,703,117, respectively.

The Partnership has adopted SFAS No. 131, "Disclosures about Segments
of an Enterprise and Related Information." The Partnership defines each of
its property investments as an individual operating segment and has
determined such property investments exhibit substantially identical
economic characteristics and meet the other criteria specified by SFAS
No. 131 which permits the property investments to be aggregated into one
reportable segment. The Partnership assesses and measures operating
results based on net operating income (rental income less property
operating expenses). With the exception of interest income, professional
services and general and administrative expenses, substantially all other
components of net earnings (loss) of the Partnership relate to a property
investment. With the exception of cash and cash equivalents, substantially
all other assets of the Partnership relate to such property investment.

VENTURE AGREEMENT - GENERAL

The Partnership at December 31, 2002 is a party to one operating joint
venture agreement. Under certain circumstances, either pursuant to the
venture agreement or due to the Partnership's obligations as general
partner, the Partnership may be required to make additional cash
contributions to the venture.

There are certain risks associated with the Partnership's investment
made through a joint venture including the possibility that the
Partnership's joint venture partner in an investment might become unable or
unwilling to fulfill their financial or other obligations, or that such
joint venture partner may have economic or business interests or goals that
are inconsistent with those of the Partnership.

INVESTMENT PROPERTIES

301 N. MAIN BUILDING AND PHILLIPS BUILDING

In July 1986, the Partnership contributed its 100% ownership interest
in the 301 N. Main Building and Phillips Building to Wachovia, a newly
formed joint venture partnership.

In 1986, the Partnership's venture partner had agreed to contribute
$10,700,000, before applicable interest, to the venture pursuant to a
payment schedule from the closing date through August 1, 1996, when it
would owe the balance of its obligation (approximately $7,600,000). The
venture partner has continued to make contributions (from its share of the
property's cash flow) based on the old payment schedule rather than making
the balloon payment in August 1996 as required. As a result, the venture
partner is currently approximately $6,824,000 in arrears for such
contributions as of the date of this report. The venture partner's
obligation to make such payment is secured only by its interest in the
venture. In the fourth quarter of 1996, the Partnership notified the
venture partner of its default effective August 1996. As a result of such
default, the venture partner's share of distributions of cash flow
generated subsequent to 1996, except as provided below, was retained by the
venture. In December 1999, the Partnership and the venture partner entered
into an agreement (the "Option Agreement"), effective January 1, 1999,
under which the Partnership was given the option to purchase the venture
partner's interest on or before January 31, 2002 (which option must have
been exercised on or before December 31, 2001). If the Partnership had
exercised its option, the purchase price for the interest would have been
$230,000 and the Partnership would have released the venture partner from
its obligation to make contributions as discussed above. As a result of
the negotiations, and in consideration of the venture partner granting a
full release to the Partnership and the venture, the Partnership and
venture partner also concurrently entered into a forbearance agreement,
under which the Partnership agreed to not pursue its legal remedies against
the venture partner for its default related to such obligation until
November 1, 2000, subject to further extension. Though the Partnership may
now pursue such legal remedies, they are of little practical value at
present because the venture partner's obligations permit recourse only to
the venture partner's interest in the venture. The Partnership continues
to reserve all of its rights in this regard, and may determine at a later
date to pursue such remedies.

In connection with completing the option agreement, the venture
agreement was amended to: (1) convert the venture partner's minority
general partnership interest in the venture to a limited partnership
interest; (2) provide that no further distributions of cash flow will be
made to the venture partner after December 1999, at which time $200,000,
representing the venture partner's final distribution of cash flow from
operations and reserves, was distributed to the venture partner; and (3)
provide that the venture partner (assuming the option under the option
agreement was not exercised) would receive 30% of any net sale proceeds (as
defined) if the gross sale price of the property is $40,000,000 or greater.

Under the Option Agreement, upon the closing of the purchase of such
interest, the venture partner would also release the Partnership and the
venture from any and all claims that the venture partner may have against
the Partnership and the venture, including, without limitation, any amounts
which may have accrued or been distributable prior to such closing date,
and the Partnership and the venture would release the venture partner from
any further liabilities under the venture agreement, including, without
limitation, the aforementioned obligation to make additional capital
contributions. Given current market conditions and the current
circumstances surrounding the mortgage loan on the property, a sale of the
property will not generate proceeds to either the Partnership or the
venture partner. The Partnership did not exercise its option prior to the
expiration thereof.

The venture agreement had been previously amended effective for fiscal
year 1998 and, as a result of the December 1999 amendment referred to
above, again for all subsequent years. Per the amendments, profits and
losses generally are allocated based on the ratio of distributions (actual
distributions plus any distributions deemed to have been made) to the
partners. During 2001, 87% and 13% of the profits recognized were
allocated to the Partnership and the venture partner, respectively. At
December 31, 2002, 100% of the losses recognized during 2002 have been
allocated to the venture partner for financial reporting purposes. For
financial reporting and Federal income tax purposes, the venture reported

the payments of approximately $346,000 in 2001 (for the five monthly
payments made before the discontinuing of debt service payments) and
$830,000 annually, prior to 2001, on the obligation referred to above as
deemed to be made (and contributed for financial reporting purposes only)
to the venture partner.

The Venture had been marketing space in the 301 North Main Building
and the Phillips Building to prospective replacement tenants but was not
successful in its efforts due to the lack of large space users in this
market. Re-leasing the vacant space in the buildings would require major
renovation to the buildings as well as significant tenant improvements
which, in turn, would be contingent upon the Partnership obtaining
financing for these tenant replacement costs. The Partnership therefore
determined not to commit any additional funds to the property due to the
low likelihood of achieving a return on such funds. As a result, the
Partnership decided not to continue making debt service payments as of
June 1, 2001. The mortgage loan went into default as of June 1, 2001 and
matured in November 2001, and in accordance with default provisions of the
mortgage loan agreement, the Partnership has recorded interest upon the
loan balance at the default rate of 18% per annum commencing June 1, 2001.
However, as the loan is non-recourse to the Partnership, it is not expected
that any accrued interest will be satisfied out of assets other than the
property. In early August 2001, the lender notified the Partnership that a
receiver was appointed to take possession of and manage the property.

In July 2002, the receiver entered into a contract for sale to sell
the property to an unaffiliated third party by the end of 2002. The
proposed purchase price pursuant to this offer was in excess of the
carrying value of the property. However, the sale was subject to various
contingencies and therefore, there was no assurance that such sale would be
completed. The potential buyer opted to terminate the sale agreement in
September 2002.

In October 2002, the Partnership became aware of an offer from an
unaffiliated third party to purchase the property for $2 million. The
lender did not pursue this offer, however, as a matter of prudent
accounting practice, and in recognition that the property has not yet been
sold despite continued efforts to do so, the Partnership has recorded a
provision for value impairment of $3,871,962 in order to reduce the
carrying value of the property to approximately $2 million.

Subsequent to the end of the year, the Venture was notified that the
lender was marketing its mortgage loan for sale. The Venture has been
advised that the lender sold the loan to a third party on March 17, 2003.
The Venture has been contacted by the new third party lender and is
currently in discussions with the goal of having the new lender take title
to the property as soon as practicable. Although the Partnership expects
the new third party lender to take title to the property in a timely
manner, the Partnership has no assurance that this will be the case. The
Partnership will monitor the efforts of the new lender and the receiver to
transfer title to the property to either the new lender or a third party,
and will take such actions as it believes will accomplish this result at
the earliest possible time while minimizing any liability for the
Partnership. Because the Partnership has only modest ability to influence
these determinations and the speed with which they occur, there can be no
assurance as to the timing of these events. When a disposition of the
property is completed, the Partnership will then proceed to liquidate its
affairs barring unforseen circumstances.

The transfer of title to the property under the scenarios discussed
above would result in a gain for financial reporting and Federal and state
income tax purposes (due to the debt secured by the property being greater
than its carrying value) with no corresponding distributable proceeds.
Additionally, the Partnership will be required to remit to the state tax
authorities withholding for income taxes due as a result of the sale of the
properties or its surrender to the mortgage lender. This withholding
amount is currently estimated to be approximately $650,000.

The property was managed for a management fee calculated at 3-1/2% of
the gross receipts of the property and a leasing fee of $50,000 per year.
Payment of 1-1/2% of the 3-1/2% management fee was being deferred by the
venture until the sale of the property or upon termination of the property
management agreement. Such deferred management fees of approximately
$1,679,000 were paid to the General Partner in December 2001.

In November 2001, the joint venture contributed the property to a
single-member limited liability company in an attempt to protect the
Partnership against any liabilities that may arise during the course of the
receivership.

LONG-TERM DEBT

Long-term debt consists of the following at December 31, 2002 and
2001:
2002 2001
----------- -----------
Mortgage note secured by two
office buildings in Winston-Salem,
North Carolina; payable in monthly
installments of principal and
interest (at 9.55% per annum) of
$181,718 until November 1, 2001
when the remaining principal
balance was due; such note is in
default after discontinuation of
mortgage payments as of June 1,
2001 with interest accrued at the
default rate (18%) as of that date;
receiver was appointed in early
August 2001 to take possession
of and manage property . . . . . . . $18,229,266 18,229,266
----------- -----------

Total debt . . . . . . . . . . . 18,229,266 18,229,266
Less current portion of
long-term debt. . . . . . . . . (18,229,226) (18,229,266)
----------- -----------
Total long-term debt . . . . . . $ -- --
=========== ===========

PARTNERSHIP AGREEMENT

Pursuant to the terms of the Partnership Agreement, net profits or
losses of the Partnership from operations are allocated 97% to the Limited
Partners and 3% to the General Partners. Profits from the sale or
refinancing of investment properties are to be allocated to the General
Partners in an amount equal to the greater of (a) any cash distributions to
the General Partners from the proceeds of any sale or refinancing (as
described below) or (b) 1% of the profits from the sale or refinancing.
Losses from the sale or refinancing of investment properties are to be
allocated 1% to the General Partners. The remaining sale or refinancing
profits and losses will be allocated to the Limited Partners.

The Partnership Agreement also generally provides that notwithstanding
any allocation contained in the Agreement, if at any time profits are
realized by the Partnership, any current or anticipated event would cause
the deficit balance in absolute amount in the Capital Account of the
General Partners to be greater than their share of the Partnership's
indebtedness (as defined) after such event, then the allocation of Profits
to the General Partners shall be increased to the extent necessary to cause
the deficit balance in the Capital Account of the General Partners to be no
less than their respective shares of the Partnership's indebtedness after
such event. In general, the effect of this provision is to allow the
deferral of the recognition of taxable gain to the Limited Partners.

The General Partners are not required to make any additional capital
contributions except under certain limited circumstances upon termination
of the Partnership.

Distributions of "cash flow" of the Partnership are allocated 90% to
the Limited Partners and 10% to the General Partners (of which 5%
constitutes a management fee to the Managing General Partner for services
in managing the Partnership). However, such management fees and a portion
of such distributions to the General Partners are subordinated to the
Limited Partners' receipt of a stipulated return on capital. The Limited
Partners have received cash distributions that satisfy the required
stipulated return on capital

The Partnership Agreement provides that the General Partners shall
receive as a distribution from the sale of a real property by the
Partnership an amount up to 3/4 of 1% of the selling price and that the
remaining proceeds (net after expenses and retained working capital) be
distributed 85% to the Limited Partners and 15% to the General Partners.
However, the Limited Partners were to receive 100% of all net sale proceeds
until the Limited Partners (i) had received cash distributions of sale or
refinancing proceeds in an amount equal to the Limited Partners' aggregate
initial capital investment in the Partnership and (ii) had received
cumulative cash distributions from the Partnership's operations which, when
combined with sale or refinancing proceeds previously distributed, equaled
a 7% annual return on the Limited Partners' average capital investment for
each year (their initial capital investment as reduced by sale or
refinancing proceeds previously distributed) commencing with the fourth
fiscal quarter of 1977. The Limited Partners have received cash
distributions that satisfy the requirements in (i) and (ii) above.

MANAGEMENT AGREEMENTS

The Partnership entered into agreements for the operation and
management of the investment properties. The 301 N. Main Building and
Phillips Building were managed by an unaffiliated third party property
manager until the appointment of a receiver in August 2001, as described
more fully in the Notes.

LEASES - AS PROPERTY LESSOR

At December 31, 2002, the Partnership and its consolidated venture's
principal asset is an office building complex. The Partnership has
determined that all leases relating to this property are properly
classified as operating leases; therefore, rental income was reported when
earned and the cost of the property, excluding cost of land, was
depreciated over its estimated useful life. Generally, leases with tenants
have ranged in term from one to thirty years and provide for fixed minimum
rent and partial reimbursement of operating costs.

Costs and accumulated depreciation of the leased assets are summarized
as follows at December 31, 2002:

Office Buildings:
Cost, net of provision for value
impairment of $3,871,962 . . . . . . $ 9,500,857
Accumulated depreciation . . . . . . . (7,488,914)
-----------

$ 2,011,943
===========

Minimum lease payments including amounts representing executory costs
(e.g. taxes, maintenance, insurance), and any related profit in excess of
specific reimbursements, to be received in the future under the above
operating lease agreements, are as follows:

2003 . . . . . . . . . . . . . . . $323,702
2004 . . . . . . . . . . . . . . . 54,515
2005 . . . . . . . . . . . . . . . 25,064
2006 . . . . . . . . . . . . . . . 25,064
2007 . . . . . . . . . . . . . . . 25,064
Thereafter . . . . . . . . . . . . 45,951
--------
Total . . . . . . . . . . . . . $499,360
========

Contingent rent (based on sales of property tenants) included in
consolidated rental income was as follows for the years ended December 31,
2002, 2001 and 2000:

2000 . . . . . . . . . . . . . . . $ 10,559
2001 . . . . . . . . . . . . . . . 2,830
2002 . . . . . . . . . . . . . . . 761
========

TRANSACTIONS WITH AFFILIATES

Fees, commissions and other expenses required to be paid by the
Partnership to the General Partners and their affiliates as of December 31,
2002 and for the years ended December 31, 2002, 2001 and 2000 are as
follows:

UNPAID AT
DECEMBER 31,
2002 2001 2000 2002
------- ------- ------- ------------
Property management and
leasing fees . . . . . . . . $ -- 48,760 73,873 --
Management fees to Corporate
General Partner. . . . . . . -- 64,175 21,392 --
Insurance commissions . . . . 12,305 10,065 14,281 --
Reimbursement (at cost) for
out-of-pocket expenses . . . -- -- 244 --
Reimbursement (at cost) for
out-of-pocket salary and
salary related expenses
related to on-site and
other costs for the
Partnership and its
investment properties. . . . -- -- -- --
------- ------- ------- ---------
$12,305 123,000 109,790 --
======= ======= ======= =========

Any amounts deferred or payable to the General Partners and their
affiliates do not bear interest. The General Partners and their affiliates
had been deferring receipt of management and leasing fees pursuant to the
venture agreement for the 301 North Main Building and Phillips Building.
Prior to 1995, an affiliate of the Managing General Partner provided
management and leasing services. In December 1994, the affiliate sold all
of its assets and assigned its interest in the management contracts,
including the one for the 301 North Main Building and Phillips Building to
an unaffiliated third party. In connection with such sale, an affiliate of

the General Partners guaranteed payment to the unaffiliated third party of
the portion of the fees deferred due to a provision in the venture
agreement for the 301 N. Main Building and Phillips Building. Any such
guaranteed amounts were paid to such unaffiliated third party when earned
and the General Partners and its affiliates were entitled to receive such
deferred fees. The General Partners and their affiliates had deferred
receipt of approximately $1,679,000 (approximately $43 per interest) of
such management and leasing fees. Such amounts were deferred until the
sale or disposition of the property or upon termination of the property
management agreement. In August 2001, a receiver was appointed to take
possession of and manage the property. Therefore, the Partnership stopped
accruing the deferred fees as of that date. In addition, as this event
resulted in the termination of the aforementioned management agreement,
such deferred fees became payable to the General Partner, and the deferred
management fees of approximately $1,679,000 were paid to the General
Partners in December 2001 from Partnership cash.

SUPPLEMENTARY QUARTERLY DATA (UNAUDITED)

2002
----------------------------------------------
3/31 6/30 9/30 12/31
---------- ---------- ---------- ----------

Total income. . . . . . $ 860,536 213,038 232,153 242,148
========== ========== ========== ==========

Net earnings (loss) . . $ (510,330)(1,146,186)(4,859,448) 3,102,159
========== ========== ========== ==========
Net earnings (loss)
per limited partner
interest:
Net earnings
(loss). . . . . . $ (12.86) (28.87) (122.42) 78.34
========== ========== ========== ==========

2001
----------------------------------------------
3/31 6/30 9/30 12/31
---------- ---------- ---------- ----------

Total income. . . . . . $1,296,390 1,252,715 1,258,919 1,217,857
========== ========== ========== ==========

Net earnings (loss) . . $ (101,254) (104,290) (272,446) (270,582)
========== ========== ========== ==========
Net earnings (loss)
per limited partner
interest:
Net earnings
(loss). . . . . . $ (2.55) (2.63) (6.86) (6.82)
========== ========== ========== ==========

The fourth quarter of 2002 includes the effect of the reallocation to
the venture partner of 100% of the operating losses recognized during 2002
at the 301 N. Main Building and Phillips Building.

SCHEDULE III
JMB INCOME PROPERTIES, LTD. - V
(A LIMITED PARTNERSHIP)
AND CONSOLIDATED VENTURE

CONSOLIDATED REAL ESTATE AND ACCUMULATED DEPRECIATION

DECEMBER 31, 2002

SCHEDULE III
JMB INCOME PROPERTIES, LTD. - V
(A LIMITED PARTNERSHIP)
AND CONSOLIDATED VENTURE

CONSOLIDATED REAL ESTATE AND ACCUMULATED DEPRECIATION - CONTINUED

SCHEDULE III
JMB INCOME PROPERTIES, LTD. - V
(A LIMITED PARTNERSHIP)
AND CONSOLIDATED VENTURE

CONSOLIDATED REAL ESTATE AND ACCUMULATED DEPRECIATION - CONTINUED

(D) Reconciliation of real estate owned:

ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING
AND FINANCIAL DISCLOSURE

There were no changes or disagreements with accountants during fiscal
years 2002 and 2001.

PART III

ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE PARTNERSHIP

The Managing General Partner of the Partnership is JMB Realty
Corporation ("JMB"), a Delaware corporation, substantially all of the
outstanding stock of which is owned directly or indirectly, by certain of
its officers, directors, and members of their families and their
affiliates. JMB has responsibility for all aspects of the Partnership's
operations, subject to the requirement that sales of real property must be
approved by Messrs. Neil G. Bluhm and Judd D. Malkin as the individual
general partners of the Partnership. Messrs. Bluhm and Malkin have been
individual general partners of the Partnership since its inception in 1976.

The Partnership is subject to certain conflicts of interest arising
out of its relationships with the General Partners and their affiliates as
well as the fact that the General Partners and their affiliates are engaged
in a range of real estate activities. Certain services have been and may
in the future be provided to the Partnership or its investment property by
affiliates of the General Partners, including insurance brokerage services.

In general, such services are to be provided on terms no less favorable to
the Partnership than could be obtained from independent third parties and
are otherwise subject to conditions and restrictions contained in the
Partnership Agreement. The Partnership Agreement permits the General
Partners and their affiliates to provide services to, and otherwise deal
and do business with, persons who may be engaged in transactions with the
Partnership, and permits the Partnership to borrow from, purchase goods and
services from, and otherwise to do business with, persons doing business
with the General Partners or their affiliates. The General Partners and
their affiliates may be in competition with the Partnership or its
investment property under certain circumstances, including for tenants
and/or for the sale of property. The timing and amount of cash
distributions and allocations of profits and losses for tax purposes may be
affected by various determinations by the Managing General Partner under
the Partnership Agreement. For example, the Managing General Partner makes
or has made decisions concerning whether and when to sell a property, the
establishment and maintenance of reasonable reserves and the determination
of the sources (i.e., offering proceeds, cash generated from operations or
sale proceeds) and uses or distribution of such reserves, the timing of
expenditures and the timing and amount of the allocation of certain tax
items under the Partnership Agreement between the General Partners, on the
one hand, and the Limited Partners, on the other hand. As a result, the
Managing General Partner may have a conflict of interest with respect to
such determinations.

The names, positions held and length of service therein of each
director and the executive officers of the Managing General Partner are as
follows:

SERVED IN
NAME OFFICE OFFICE SINCE
- ---- ------ ------------

Judd D. Malkin Chairman 5/03/71
Director 5/03/71
Neil G. Bluhm President 5/03/71
Director 5/03/71
Burton E. Glazov Director 7/01/71
Stuart C. Nathan Director 3/14/73

SERVED IN
NAME OFFICE OFFICE SINCE
- ---- ------ ------------

John G. Schreiber Director 3/14/73
H. Rigel Barber Executive Vice President 1/02/87
Chief Executive Officer 8/01/93
Gary Nickele Executive Vice President 1/01/92
General Counsel 2/27/84
Gailen J. Hull Senior Vice President 6/01/88
Chief Financial Officer 8/01/02

Effective May 31, 1996, the Board of Directors of JMB established a
special committee that includes Messrs. Malkin, Glazov, Nathan and
Schreiber to deal with all matters relating to tender offers for Interests.

There is no family relationship among any of the foregoing directors
or officers. The foregoing directors have been elected to serve until the
next annual meeting of the Managing General Partner. All of the foregoing
officers have been elected to serve terms until the first meeting of the
Board of Directors held after the next annual meeting of the Managing
General Partner. There are no arrangements or understandings between or
among any of said directors or officers and any other person pursuant to
which any director or officer was elected as such.

JMB is the corporate general partner of Carlyle Real Estate Limited
Partnership-XIII ("Carlyle-XIII") and the sole general partner of the
associate general partner in Carlyle-XIII. Most of the foregoing directors
and officers are also officers and/or directors of various affiliated
companies of JMB. Most of such directors and officers are also partners,
directly or indirectly, of the partnership that is associate general
partner in Carlyle-XIII.

The business experience during the past five years of each such
director and officer of the Managing General Partner of the Partnership in
addition to that described above includes the following:

Judd D. Malkin (age 65), in addition to currently being the Chairman
and a director of JMB, was also its Chief Financial Officer from February
1996 until August 2002. He has been associated with JMB since October,
1969. Mr. Malkin is also a director of Chisox Corporation, which is the
general partner of a limited partnership that owns the Chicago White Sox, a
Major League Baseball team, and a director of CBLS, Inc., which is the
general partner of the general partner of a limited partnership that owns
the Chicago Bulls, a National Basketball Association team. Mr. Malkin was
also Co-Chairman of the Board of Directors of Urban Shopping Centers, Inc.
from its inception in 1993 until November 2000.

Neil G. Bluhm (age 65) has been associated with JMB since August,
1970. Mr. Bluhm has also been a principal of Walton Street Capital,
L.L.C., which sponsors real estate investment funds, since its inception in
November 1994. He was also Co-Chairman of the Board of Directors of Urban
Shopping Centers, Inc. from its inception in 1993 until November 2000. He
is a member of the Bar of the State of Illinois.

Burton E. Glazov (age 64) has been associated with JMB since June,
1971. He served as an Executive Vice President of JMB until December of
1990, when he retired. He is a member of the Bar of the State of Illinois.

Stuart C. Nathan (age 61) has been associated with JMB since July,
1972. Until August 2001, Mr. Nathan was an Executive Vice President of JMB
and, until December 2000, an officer and/or director of certain JMB
affiliates. He is a member of the Bar of the State of Illinois.

John G. Schreiber (age 56) has been associated with JMB since
December, 1970. Mr. Schreiber is President of Centaur Capital Partners,
Inc., a family investment firm. He is also co-founder and partner of
Blackstone Real Estate Advisors, L.P., which manages large real estate
private equity funds. Mr. Schreiber is a trustee of AMLI Residential
Properties Trust and a director of Host Marriott Corporation and The Rouse
Company, as well as a director of a number of mutual funds advised by T.
Rowe Price Associates, Inc. He is also a director of The Brickman Group,
Ltd. From February 1995 until November 2000, Mr. Schreiber was a director
of Urban Shopping Centers, Inc. Prior to his retirement as an officer of
JMB in 1990, Mr. Schreiber was Chairman of JMB/Urban Development Co. and an
Executive Vice President of JMB. He received an M.B.A. from Harvard
University Graduate School of Business in 1970.

H. Rigel Barber (age 54) has been associated with JMB since March,
1982. He holds a J.D. degree from the Northwestern Law School and is a
member of the Bar of the State of Illinois.

Gary Nickele (age 50) has been associated with JMB since February,
1984. He holds a J.D. degree from the University of Michigan Law School
and is a member of the Bar of the State of Illinois.

Gailen J. Hull (age 54) has been associated with JMB since March,
1982. He holds a Masters degree in Business Administration from Northern
Illinois University and is a Certified Public Accountant.

ITEM 11. EXECUTIVE COMPENSATION

The executive officers and directors of the Managing General Partner
receive no direct remuneration in such capacities from the Partnership.
The Partnership is required to pay a management fee to the Managing General
Partner and the General Partners are entitled to receive a share of cash
distributions, when and as cash distributions are made to the Limited
Partners, and a share of profits or losses. Reference is made to the Notes
for a description of such transactions, distributions and allocations. In
2002, 2001 and 2000 cash distributions of $0, $64,175 and $21,916 were
paid, respectively, to the General Partners. Since there was no
distribution of cash flow from operations in 2002, the General Partners
received no incentive management fee as per the Partnership agreement. For
2002, the General Partners were allocated losses for Federal income tax
purposes of approximately $19,000. Such allocation of losses may benefit
the General Partners to the extent that such losses may offset their
taxable income from the Partnership or other sources.

The Partnership is permitted to engage in various transactions
involving affiliates of the Managing General Partner. The relationship of
the Managing General Partner (and its officers and directors) to its
affiliates is set forth in Item 10 above.

(b) The Managing General Partner, its executive officers and directors and the Individual General Partners
beneficially own the following Interests of the Partnership:

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

There were no significant transactions or business relationships with
the Managing General Partner, affiliates or their management other than
those described in Items 10 and 11 above.

JMB Properties Company, an affiliate of the Managing General Partner,
provided property management services to the Partnership for the 301 N.
Main Building and Phillips Building in Winston-Salem, North Carolina
through the date of its sale in December, 1994 at fees calculated at 3-1/2%
of gross income. JMB Retail Properties Company (renamed Urban Retail
Properties Company as of March 15, 1995), then an affiliate of the Managing
General Partner, provided property management services to the Partnership
for the Bristol Mall in Bristol, Virginia, prior to its sale, at fees
calculated at 5% of gross income from the property. In 2001, such
affiliates earned property management and leasing fees amounting to
$48,760. Upon appointment of a receiver to take possession of and manage
the 301 N. Main Building and Phillips Building properties in August of
2001, the management agreement was terminated and $1,678,573, the entire
amount of deferred management fees through such date, was paid by the
Partnership in December of 2001. As set forth in the Prospectus of the
Partnership, the Managing General Partner must negotiate such agreements on
terms no less favorable to the Partnership than those customarily charged
for similar services in the relevant geographical area (but in no event for
a fee greater than 5% of the gross income from a property), and such
agreements must be terminable by either party thereto, without penalty,
upon 60 days' notice.

JMB Insurance Agency, Inc., an affiliate of the Managing General
Partner, earned and received insurance brokerage commissions in 2002
aggregating $12,305 in connection with the provision of insurance coverage
for certain of the real property investments of the Partnership. Such
commissions are at rates set by insurance companies for the classes of
coverage involved.

The General Partners of the Partnership may be reimbursed for their
direct expenses relating to the administration of the Partnership and the
operation of the Partnership's real property investments. In 2002, the
Managing General Partner earned no reimbursements for such out-of-pocket
expenses.

ITEM 14. CONTROLS AND PROCEDURES

Pursuant to Section 302 of the Sarbanes-Oxley Act and Rule 13a-14 of
the Securities Exchange Act of 1934 (the "Exchange Act") promulgated
thereunder, the principal executive officer and the principal financial
officer of the Managing General Partner have evaluated the effectiveness of
the Partnership's disclosure controls and procedures (which do not include
those of the receiver or the lender of the 301 North Main Building and
Phillips Building) as of a date within 90 days prior to the date of the
filing of this report (the "Evaluation Date") with the Securities and
Exchange Commission ("SEC"). Based on such evaluation, the principal
executive officer and the principal financial officer have concluded that
the Partnership's disclosure controls and procedures were effective as of
the Evaluation Date to ensure that information required to be disclosed in
this report was recorded, processed, summarized and reported within the
time period specified in the applicable SEC rules and form for this report.

Furthermore, there have been no significant changes in the internal
controls or in other factors that could significantly affect internal
controls subsequent to the date of their most recent evaluation, including
any corrective actions with regard to significant deficiencies and material
weaknesses.

PART IV

ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K

(a) The following documents are filed as part of this report:

(1) Financial Statements. (See Index to Financial
Statements filed with this annual report).

(2) Exhibits.

3-A. The Prospectus of the Partnership dated
August 15, 1977, as supplemented September 20,
1977, filed with the Commission pursuant to Rules
424(b) and 424(c), is hereby incorporated herein
by reference to the Partnership's Report for
June 30, 2002 on Form 10-Q (File No. 0-8716)
dated August 12, 2002.

3-B. Amended and Restated Agreement of Limited
Partnership set forth as Exhibit A to the
Prospectus, which is incorporated herein by
reference and which agreement is hereby
incorporated herein by reference to the
Partnership's Report for June 30, 2002 on
Form 10-Q (File No. 0-8716) dated August 12,
2002.

4-A. Documents relating to the refinancing of the
mortgage loan, dated October 17, 1986, secured by
the Wachovia Bank Building and Phillips Building
office buildings in Winston-Salem, North Carolina
are hereby incorporated by reference to the
Partnership's Report on Form 10-K (File No. 0-
8716) dated March 19, 1993.

4-B. Modification and extension agreement related to
the mortgage loan secured by the Wachovia Bank
Building and Phillips Building, office buildings
in Winston Salem, North Carolina, effective
November 1, 1996 is hereby incorporated herein by
reference to the Partnership's Report for
December 31, 1996 on Form 10-K (File No. 0-8716)
dated March 21, 1997.

10-A. Acquisition documents relating to the purchase by
the Partnership of an interest in the Wachovia
Bank Building and Phillips Building in Winston
Salem, North Carolina are hereby incorporated by
reference to the Partnership's Registration
Statement on Form S-11 (File No. 2-58026) dated
September 20, 1977.

21. List of Subsidiaries.

99.1. Certification Pursuant to 18 U.S.C. Section 1350,
as adopted pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002 is filed herewith.

--------------------

(b) No Reports on Form 8-K were filed since the beginning of the
last quarter of the period covered by this report.

No annual report for the fiscal year 2002 has been sent to the
Partners of the Partnership. An annual report will be sent to the Partners
subsequent to this filing.

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the Partnership has duly caused this report to be
signed on its behalf by the undersigned, thereunto duly authorized.

JMB INCOME PROPERTIES, LTD. - V

By: JMB Realty Corporation
Managing General Partner

GAILEN J. HULL
By: Gailen J. Hull
Senior Vice President
Date: March 26, 2003

Pursuant to the requirements of the Securities Exchange Act of 1934,
this report has been signed below by the following persons on behalf of the
registrant and in the capacities and on the dates indicated.

By: JMB Realty Corporation
Managing General Partner

JUDD D. MALKIN
By: Judd D. Malkin, Director
Date: March 26, 2003

NEIL G. BLUHM
By: Neil G. Bluhm, Director
Date: March 26, 2003

H. RIGEL BARBER
By: H. Rigel Barber, Chief Executive Officer
Principal Executive Officer
Date: March 26, 2003

GAILEN J. HULL
By: Gailen J. Hull, Senior Vice President
and Chief Financial Officer
Principal Accounting Officer and
Principal Financial Officer
Date: March 26, 2003

BURTON E. GLAZOV
By: Burton E. Glazov, Director
Date: March 26, 2003

CERTIFICATIONS
--------------

I, H. Rigel Barber, certify that:

1. I have reviewed this annual report on Form 10-K of JMB Income
Properties, Ltd. - V;

2. Based on my knowledge, this annual report does not contain any
untrue statement of a material fact or omit to state a material fact
necessary to make the statements made, in light of the circumstances
under which such statements were made, not misleading with respect to
the period covered by this annual report;

3. Based on my knowledge, the financial statements, and other financial
information included in this annual report, fairly present in all
material respects the financial condition, results of operations and
cash flows of the registrant as of, and for, the periods presented in
this annual report;

4. The registrant's other certifying officer and I are responsible for
establishing and maintaining disclosure controls and procedures (as
defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant
and we have:

a) designed such disclosure controls and procedures to ensure that
material information relating to the registrant, including its
consolidated subsidiaries, is made known to us by others within
those entities, particularly during the period in which this
annual report is being prepared;

b) evaluated the effectiveness of the registrant's disclosure
controls and procedures as of a date within 90 days prior to
the filing date of this annual report (the "Evaluation
Date"); and

c) presented in this annual report our conclusions about the
effectiveness of the disclosure controls and procedures based
on our evaluation as of the Evaluation Date;

5. The registrant's other certifying officer and I have disclosed,
based on our most recent evaluation, to the registrant's auditors and
the audit committee of registrant's board of directors (or persons
performing the equivalent function):

a) all significant deficiencies in the design or operation of
internal controls which could adversely affect the registrant's
ability to record, process, summarize and report financial data
and have identified for the registrant's auditors any material
weaknesses in internal controls; and

b) any fraud, whether or not material, that involves management or
other employees who have a significant role in the registrant's
internal controls; and

6. The registrant's other certifying officer and I have indicated in
this annual report whether or not there were significant changes
in internal controls or in other factors that could significantly
affect internal controls subsequent to the date of our most recent
evaluation, including any corrective actions with regard to
significant deficiencies and material weaknesses.

Date:March 26, 2003

/s/ H. Rigel Barber
----------------------------
Principal Executive Officer

CERTIFICATIONS
--------------

I, Gailen J. Hull, certify that:

1. I have reviewed this annual report on Form 10-K of JMB Income
Properties, Ltd. - V;

2. Based on my knowledge, this annual report does not contain any
untrue statement of a material fact or omit to state a material fact
necessary to make the statements made, in light of the circumstances
under which such statements were made, not misleading with respect to
the period covered by this annual report;

3. Based on my knowledge, the financial statements, and other financial
information included in this annual report, fairly present in all
material respects the financial condition, results of operations and
cash flows of the registrant as of, and for, the periods presented in
this annual report;

4. The registrant's other certifying officer and I are responsible for
establishing and maintaining disclosure controls and procedures (as
defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant
and we have:

a) designed such disclosure controls and procedures to ensure that
material information relating to the registrant, including its
consolidated subsidiaries, is made known to us by others within
those entities, particularly during the period in which this
annual report is being prepared;

b) evaluated the effectiveness of the registrant's disclosure
controls and procedures as of a date within 90 days prior to
the filing date of this annual report (the "Evaluation
Date"); and

c) presented in this annual report our conclusions about the
effectiveness of the disclosure controls and procedures based
on our evaluation as of the Evaluation Date;

5. The registrant's other certifying officer and I have disclosed,
based on our most recent evaluation, to the registrant's auditors and
the audit committee of registrant's board of directors (or persons
performing the equivalent function):

a) all significant deficiencies in the design or operation of
internal controls which could adversely affect the registrant's
ability to record, process, summarize and report financial data
and have identified for the registrant's auditors any material
weaknesses in internal controls; and

b) any fraud, whether or not material, that involves management or
other employees who have a significant role in the registrant's
internal controls; and

6. The registrant's other certifying officer and I have indicated in
this annual report whether or not there were significant changes
in internal controls or in other factors that could significantly
affect internal controls subsequent to the date of our most recent
evaluation, including any corrective actions with regard to
significant deficiencies and material weaknesses.

Date:March 26, 2003

/s/ Gailen J. Hull
----------------------------
Principal Accounting Officer

JMB INCOME PROPERTIES, LTD. - V

EXHIBIT INDEX

DOCUMENT
INCORPORATED
BY REFERENCE PAGE
------------- ----
3-A. Certain pages of the
Prospectus of the Partnership
dated August 15, 1977 as
supplemented September 20, 1977 Yes

3-B. Amended and Restated Agreement
of Limited Partnership Yes

4-A. Refinancing loan documents
related to the Wachovia Bank
Building and Phillips Building Yes

4-B. Modification and extension
documents related to the
Wachovia Bank Building and
Phillips Building Yes

10-A. Acquisition documents related
to the Wachovia Bank Building
and Phillips Building Yes

21. List of Subsidiaries No

99.1. Certification Pursuant to 18 U.S.C.
Section 1350, as adopted pursuant to
Section 906 of the Sarbanes-Oxley Act
of 2002 No