AMERICAN CABLE TV INVESTORS 5 LTD - 10-K Annual Report

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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 10-K

[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934

FOR THE FISCAL YEAR ENDED DECEMBER 31, 2002

OR

[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
[NO FEE REQUIRED]

FOR THE TRANSITION PERIOD FROM TO

COMMISSION FILE NO. 0-16784

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AMERICAN CABLE TV INVESTORS 5, LTD.
(Exact name of Registrant as specified in its charter)

STATE OF COLORADO 84-1048934
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)

C/O COMCAST CORPORATION 19102
1500 MARKET STREET (Zip Code)
PHILADELPHIA, PA
(Address of principal executive offices)

REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE:
(215) 665-1700

SECURITIES REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT:
NONE

SECURITIES REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT:
200,005 LIMITED PARTNERSHIP UNITS SOLD TO INVESTORS AT $500 PER UNIT

Indicate by check mark whether the Registrant (1) has filed all reports
required to be filed by Section 13 or 15 of the Securities Exchange Act of 1934
during the preceding 12 months; 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 the Registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-K or any
amendments to this Form 10-K. [X]

State the aggregate market value of the voting stock held by non-affiliates
of the Registrant. N/A

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AMERICAN CABLE TV INVESTORS 5, LTD.

2002 ANNUAL REPORT ON FORM 10-K

TABLE OF CONTENTS

AMERICAN CABLE TV INVESTORS 5, LTD.
(A COLORADO LIMITED PARTNERSHIP)

PART I

ITEM 1. BUSINESS.

(A) GENERAL DEVELOPMENT OF BUSINESS

American Cable TV Investors 5, Ltd. ("ACT 5" or the "Partnership") is a
Colorado limited partnership that was formed in December of 1986 for the purpose
of acquiring, developing and operating cable television systems. The
Partnership's general partner is IR-TCI Partners V, L.P. ("IR-TCI" or the
"General Partner"), a Colorado limited partnership. At December 31, 2002, the
general partner of IR-TCI was TCI Ventures Five, Inc. ("TCIV 5"), a subsidiary
of TCI Cablevision Associates, Inc. ("Cablevision"). Cablevision is an indirect
subsidiary of AT&T Broadband, LLC ("AT&T Broadband"), and is the managing agent
of the Partnership.

On November 18, 2002, AT&T Corp. ("AT&T") transferred to AT&T Broadband
Corp. ("Broadband") substantially all the assets, liabilities and businesses
represented by AT&T Broadband, including AT&T Broadband LLC, and AT&T spun off
Broadband to its shareholders. Comcast Holdings Corporation (formerly known as
Comcast Corporation) ("Comcast Holdings"), a wholly owned subsidiary of Comcast
Corporation (formerly known as AT&T Comcast Corporation) ("Comcast") and
Broadband then each merged with a different, wholly owned subsidiary of Comcast,
and Comcast Holdings and AT&T shareholders received Comcast shares. On November
18, 2002, the name of Broadband was changed to Comcast Cable Communications
Holdings, Inc. ("Cable Communications Holdings") and the name of AT&T Broadband
LLC was changed to Comcast Cable Holdings LLC ("Comcast Cable Holdings").
Cablevision is now an indirect subsidiary of Comcast Cable Holdings.

Throughout this Annual Report, we refer to Comcast Cable Communications
Holdings, Inc. (formerly AT&T Broadband Corp.) as "Comcast Cable Communications
Holdings" or "Broadband," and Comcast Cable Holdings, LLC (formerly AT&T
Broadband, LLC and Tele-Communications, Inc.) as "Comcast Cable Holdings."

In its public offering that was conducted from May of 1987 to February of
1989, the Partnership sold 200,005 limited partnership units at a price of $500
per unit ("Unit").

The Partnership had a 40% ownership interest in Newport News Cablevision
Associates, L.P., and its subsidiary Newport News Cablevision, Ltd.
(collectively, "Newport News"). Newport News owned and operated the cable system
located in and around Newport News, Virginia (the "Newport News System").
American Cable TV Investors 4, Ltd., an affiliate, owned the 60% majority
interest in Newport News. The Newport News System was sold to an unaffiliated
third party for cash proceeds of $121,886,000 on January 1, 1996 (the "Newport
News Sale"). The Partnership's share of the cash proceeds from the sale of the
Newport News System was used to fund a distribution to ACT 5's limited partners
("Limited Partners") of $165 per Unit in 1996.

During 1997, ACT 5 sold three of its cable television systems in three
separate transactions. The cable television systems were located in and around
(i) Shelbyville and Manchester, Tennessee (the "Southern Tennessee System"),
(ii) St. Mary's County, Maryland (the "St. Mary's System") and (iii) Lower
Delaware (the "Lower Delaware System") (collectively, the "1997 Sales
Transactions"). The 1997 Sales Transactions were approved by the Limited
Partners at a special meeting that occurred on March 26, 1997. The cash proceeds
from the 1997 Sales Transactions were used to fund a distribution to the Limited
Partners of $370 per Unit in 1997.

On December 7, 1999, the Partnership consummated the sale of its remaining
cable television system serving subscribers located in and around Riverside,
California (the "Riverside System") to Century Exchange LLC ("Century"), a
subsidiary of Adelphia Communications Corporation, for an adjusted sales

I-1

price of $33,399,000 (the "Riverside Sale"). The Riverside Sale was approved by
the Limited Partners at a special meeting that occurred on December 11, 1998. In
connection with the Riverside Sale, Century and the Partnership waived the
condition to closing that all required consents be obtained prior to closing the
Riverside Sale, as such condition related to the transfer to Century of the
franchise agreement between the Partnership and the City of Moreno Valley. The
franchise agreement authorizes the Partnership to provide cable television
service to subscribers located in and around Moreno Valley, California (the
"Moreno Franchise Agreement"). Accordingly, all of the Riverside System's cable
television assets other than the Moreno Franchise Agreement were transferred to
Century on December 7, 1999. In connection with the Riverside Sale, the
Partnership entered into a management agreement with Century pursuant to which
Century would be entitled to all net cash flows generated by the portion of the
Riverside System that was subject to the Moreno Franchise Agreement until such
time as the City of Moreno Valley approved the transfer of the Moreno Franchise
Agreement from the Partnership to Century. On December 18, 2001, the City of
Moreno Valley approved the transfer of the Moreno Valley Franchise Agreement to
Century. The settlement and transfer requires a payment of $500,000 from Century
to the City of Moreno Valley and releases the Partnership from any liability.

On December 7, 1999, Broadband and Century contributed cable television
systems to a joint venture (the "Joint Venture") that combined multiple cable
television systems in Southern California. The Riverside System was among those
systems that was contributed to the Joint Venture by Century. Broadband has an
approximate 25% interest in the Joint Venture, which is managed by Century.
Comcast Cable Holdings, through certain of its subsidiaries, owns a 100%
ownership interest in IR-TCI.

In connection with the Riverside Sale, the Partnership made a distribution
to its General Partner and Limited Partners of $410,000 and $40,601,000 ($203
per Unit for Limited Partners of record as of April 1, 2000), respectively, in
April 2000.

As a result of the Riverside Sale, the Partnership is no longer actively
engaged in the cable television business. A final determination of the
Partnership's liabilities and any liquidating distributions cannot be made in
connection with the Partnership's dissolution until the contingencies described
in note 4 to the accompanying financial statements are resolved. See
"Management's Discussion and Analysis of Financial Condition and Results of
Operations -- Liquidity and Capital Resources."

(B) FINANCIAL INFORMATION ABOUT INDUSTRY SEGMENTS

Not applicable.

(C) NARRATIVE DESCRIPTION OF BUSINESS

Not meaningful.

(D) FINANCIAL INFORMATION ABOUT FOREIGN AND DOMESTIC OPERATIONS AND EXPORT SALES

Not applicable.

ITEM 2. PROPERTIES.

Not meaningful.

ITEM 3. LEGAL PROCEEDINGS.

City Partnership Co. on behalf of itself and all others similarly situated
and derivatively on behalf of American Cable TV Investors 5, Ltd., a Colorado
limited partnership, plaintiff v. IR-TCI Partners V, L.P., TCI Ventures Five,
Inc., Tele-Communications, Inc., Lehman Brothers, Inc. and Jack Langer,
Defendants, and American Cable TV Investors 5, Ltd., a Colorado limited
partnership, nominal defendants. On November 2, 1999 this action was filed in
the United States District Court for the District of Colorado, Civil Action No.
99-N-2122. The Partnership was served in this action on December 6, 1999. This
purported class

I-2

action and derivative action asserts claims against the Company for violations
of Sections 14(a) and 20(a) of the Securities Exchange Act of 1934 and breach of
fiduciary duty in connection with the sale of the Riverside System to Century
Exchange LLC. Also, named as a defendant is Lehman Brothers, Inc. ("Lehman")
which provided to ACT 5 a fairness opinion relative to the Riverside Sale. On
February 10, 2000, the Defendants filed motions to dismiss Plaintiff's
complaint. On September 28, 2000, the Court dismissed the Plaintiff's complaint
for failing to plead the Federal Securities Act claim properly. On October 13,
2000, the Plaintiff served an amended complaint to the Defendants and on
November 13, 2000, Defendants filed motions to dismiss the amended complaint.
May 18, 2001, the Court denied the Defendant's motion to dismiss the complaint.
A trial date has been set for March 2004. Based upon the limited facts
available, management believes that, although no assurance can be given as to
the outcome of this action, the ultimate disposition should not have a material
adverse effect upon the financial condition of the Partnership.

Section 21 of the Partnership Agreement provides that the General Partner
and its affiliates, subject to certain conditions set forth in more detail in
the Partnership Agreement, are entitled to be indemnified for any liability or
loss incurred by them by reason of any act performed or omitted to be performed
by them in connection with the business of ACT 5, provided that the General
Partner determines, in good faith, that such course of conduct was in the best
interests of ACT 5 and did not constitute proven fraud, negligence, breach of
fiduciary duty or misconduct. The engagement agreement between ACT 5 and Lehman
provides that, subject to certain conditions set forth in more detail in the
engagement agreement, Lehman is entitled to be indemnified for any liability or
loss, and to be reimbursed by ACT 5 for legal expenses incurred as a result of
its rendering of services in connection with the fairness opinion. The General
Partner and its affiliates and Lehman each have submitted a demand for
indemnification. Consequently, legal fees of $1,131,000 and $402,000 for the
years ended December 31, 2002 and 2001, respectively, incurred by the defendants
with respect to the above lawsuit have been reflected in "Selling, General and
Administrative Expenses" in the accompanying statements of operations.

On August 1, 2002, the plaintiff in the above lawsuit filed a motion to bar
defendants from recovering indemnification of attorneys' fees and costs during
the pendency of the lawsuit. On September 16, 2002, plaintiff and the TCI
Defendants filed with the court a stipulation by which the TCI Defendants agreed
that ACT 5 would not reimburse Broadband for legal fees or expenses of the TCI
Defendants unless, at the conclusion of the case, the court authorizes the
indemnification payment. The plaintiff withdrew its motion without prejudice.

On September 16, 2002, plaintiff filed a motion to bar Lehman from
recovering indemnification of attorneys' fees and costs during the pendency of
this lawsuit. The motion has been fully briefed. The General Partner and
Ventures Five opposed the motion, contending that Lehman is entitled to
indemnification pursuant to the terms of its engagement agreement and that
Broadband or its affiliate is entitled to be reimbursed by ACT 5 for
approximately $680,000 in reimbursement payments made to Lehman on behalf of ACT
5.

Although no assurance can be given as to the outcome of the indemnification
matters, based on information currently available to management, ACT 5 believes
that the defendants are entitled to indemnification pursuant to the terms of the
Partnership Agreement and, in the case of Lehman, the terms of the engagement
letter. Accordingly, management of ACT 5 intends to continue to reflect covered
expenses in "General and Administrative Expenses". From the inception of the
lawsuit through December 31, 2002, claims for indemnification have been
submitted to ACT 5 totaling approximately $2.0 million. Such amounts are
reflected in "Amounts due to related parties" in the accompanying balance sheet
at December 31, 2002.

On October 7, 2002, the defendants and plaintiff filed motions for partial
summary judgment with respect to certain of the plaintiff's claims in the above
lawsuit. The court has not yet ruled on these motions and they remain pending.

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

None.

I-3

PART II

ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS.

In its public offering that was conducted from May 1987 to February 1989,
the Partnership sold 200,005 Units to the public at a price of $500 per Unit. At
December 31, 2002, there were approximately 11,217 Unit holders.

Although the Units are freely transferable, no public trading market for
the Units exists. To the extent that an informal or secondary market exists, the
Limited Partners may only be able to sell Units at a substantial discount from
the Units' proportionate share of the estimated market value of the underlying
net assets of the Partnership.

The Partnership used most of its share of the net proceeds from the Newport
News Sale to make distributions in 1996 to Presidio Capital Corp. (a former
general partner of the general partner), TCIV 5 and the Limited Partners of
$67,000, $266,000 and $33,001,000 ($165 per Unit for Limited Partners of record
as of January 1, 1996), respectively. The Partnership used most of the net
proceeds from the sale of the Southern Tennessee, St. Mary's and Lower Delaware
Systems to make distributions in 1997 to Presidio, TCIV 5 and the Limited
Partners of $149,000, $598,000 and $74,002,000 ($370 per Unit for Limited
Partners of record as of July 1, 1997), respectively.

The Partnership used most of the net proceeds from the Riverside Sale to
make a distribution to its General Partner and Limited Partners of $410,000 and
$40,601,000 ($203 per unit for Limited Partners of record as of April 1, 2000),
respectively, in April 2000.

ITEM 6. SELECTED FINANCIAL DATA.

Selected financial data related to the Partnership's financial condition
and results of operations for the five years ended December 31, 2002 are
summarized as follows (such information should be read in conjunction with the
Partnership's financial statements included elsewhere herein):

SUMMARY BALANCE SHEET DATA:

SUMMARY STATEMENT OF OPERATIONS DATA:

II-1

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(1) The December 31, 1999 summary balance sheet and summary statement of
operations data reflect the effect of the Riverside Sale. As a result of the
Riverside Sale, the Partnership's statement of operations for the year ended
December 31, 1999 includes eleven months of operating results for the
Riverside System. See "Management's Discussion and Analysis of Financial
Condition and Results of Operations -- General".

(2) The Partnership recorded an adjustment to the gain on the Riverside Sale of
$66,000 during the second quarter of 2000.

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

RESULTS OF OPERATIONS

As a result of the Riverside Sale in 1999, the Partnership is no longer
actively engaged in the cable television business. A final determination of the
Partnership's liabilities and any liquidating distributions cannot be made in
connection with the Partnership's dissolution until the contingencies described
in note 4 to the accompanying financial statements are resolved. See "Liquidity
and Capital Resources."

Pending the resolution of the contingencies described in note 4 to the
accompanying financial statements, the Partnership will seek to make a final
determination of its liabilities so that liquidating distributions can be made
in connection with its dissolution. Accordingly, the Partnership's results of
operations for the years ended December 31, 2002 and 2001 are primarily
comprised of general and administrative ("G&A") expenses and interest income.
The Partnership's G&A expenses are primarily comprised of costs associated with
the administration of the Partnership. The Partnership's G&A expenses increased
$923,000 during the year ended December 31, 2002, as compared to the
corresponding prior year period. Such increase is primarily due to higher legal
fees incurred in ACT 5's efforts to resolve the lawsuit as described in note 4
to the accompanying financial statements. The Partnership's results of
operations for the year ended December 31, 2000 also reflect an adjustment to
the gain on the Riverside Sale.

Interest income relates to interest earned on the Partnership's cash and
cash equivalents. Interest income decreased $221,000 and decreased $974,000
during the years ended December 31, 2002 and 2001, as compared to the
corresponding prior year periods. Such decrease in 2002 is due to a decline in
interest rates during the year and 2001 is due to a decrease in the average
balance of the Partnership's cash and cash equivalents resulting from a
distribution made in April 2000 from the net cash proceeds received in
connection with the Riverside Sale and a reduction in the average interest rate.

LIQUIDITY AND CAPITAL RESOURCES

At December 31, 2002, the Partnership held cash and cash equivalents of
$9,792,000. The Partnership anticipates that it will make liquidating
distributions in connection with its dissolution as soon as possible following
the final determination and satisfaction of the Partnership's liabilities. See
note 4 to the accompanying financial statements.

Pursuant to the asset purchase agreement for the sale of the Southern
Tennessee System, $494,000 of the sales price for the Southern Tennessee System
was placed in escrow (the "Southern Tennessee Escrow") and was subject to
indemnifiable claims for up to one year following consummation of the sale of
the Southern Tennessee System. Prior to its release, Rifkin Acquisition
Partners, L.L.L.P. ("Rifkin"), the buyer of the Southern Tennessee System, filed
a claim against the Southern Tennessee Escrow. Rifkin's claim related to a class
action lawsuit filed by a customer challenging late fee charges with respect to
the Southern Tennessee System. On September 14, 1999, Rifkin sold the Southern
Tennessee System to an affiliate of Charter Communications, Inc. ("Charter"). In
connection with such sale, Charter was assigned the rights to the
indemnification claim. The above described class action lawsuit has been settled
and dismissed. The amount of the Southern Tennessee Escrow due to Charter as a
result of the terms of the settlement agreement has not yet been determined.
Upon determination of amounts due Charter, the remaining funds in the Southern
Tennessee Escrow will be released to ACT 5.

II-2

On November 2, 1999 a limited partner of ACT 5 filed suit in United States
District Court for the District of Colorado against the General Partner of ACT
5. The lawsuit also names certain affiliates of the General Partner as
defendants. The lawsuit alleges that the defendants violated disclosure
requirements under the Securities Exchange Act of 1934 in connection with
soliciting limited partner approval of the Riverside Sale and that certain
defendants breached their fiduciary duty in connection with the Riverside Sale.
On May 18, 2001, the Court denied the Defendant's motion to dismiss the
complaint. On October 7, 2002, the Defendants filed various motions for summary
judgement and the Plaintiff filed its motion for summary judgement. The court
has not yet ruled on these motions and they remain pending. A trial date has
been set for March 3-26, 2004. Based upon the limited facts available,
management believes that, although no assurance can be given as to the outcome
of this action, the ultimate disposition should not have a material adverse
effect upon the financial condition of the Partnership.

Section 21 of the Partnership Agreement provides that the General Partner
and its affiliates, subject to certain conditions set forth in more detail in
the Partnership Agreement, are entitled to be indemnified for any liability or
loss incurred by them by reason of any act performed or omitted to be performed
by them in connection with the business of ACT 5, provided that the General
Partner determines, in good faith, that such course of conduct was in the best
interests of ACT 5 and did not constitute proven fraud, negligence, breach of
fiduciary duty or misconduct. In this regard, it is anticipated that legal fees
incurred by the defendants with respect to the above lawsuit will be paid by ACT
5. As of December 31, 2002, the partnership has recognized an amount payable to
the General Partner of approximately $2,124,000 to cover out of pocket costs
incurred to defend this lawsuit.

The claim against the Southern Tennessee Escrow and the above described
lawsuit have had and will continue to have the effect of delaying any final
liquidating distributions of the Partnership.

At December 31, 2002, the Partnership had $441,000 of unclaimed
distribution checks payable to certain Limited Partners which were written on a
bank account which has been closed. Such checks will either be reissued to such
Limited Partners or released to the respective state of such Limited Partners'
last known residence upon dissolution of the Partnership.

ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.

The financial statements of the Partnership are filed under this item
beginning on Page II-4. All financial statement schedules are omitted as they
are not required or are not applicable.

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

None.

II-3

INDEPENDENT AUDITORS' REPORT

To the Partners of
American Cable TV Investors 5, Ltd.

We have audited the accompanying balance sheet of American Cable TV
Investors 5, Ltd. (a Colorado Limited Partnership) (the "Partnership") as of
December 31, 2002, and the related statements of operations, partners' equity,
and cash flows for the year then ended. These financial statements are the
responsibility of the Partnership's management. Our responsibility is to express
an opinion on these financial statements based on our audit.

We conducted our audit 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 management, as well as evaluating the overall
financial statement presentation. We believe that our audit provides a
reasonable basis for our opinion.

In our opinion, such financial statements present fairly, in all material
respects, the financial position of the Partnership as of December 31, 2002, and
the results of its operations and its cash flows for the year then ended, in
conformity with accounting principles generally accepted in the United States of
America.

As described in Note 2, the Partnership is no longer actively engaged in
the cable television business. A final determination of the Partnership's
liabilities and any liquidating distribution cannot be made in connection with
the Partnership's dissolution until the contingencies in Note 4 are resolved.

Deloitte & Touche LLP

Philadelphia, Pennsylvania
March 26, 2003

II-4

INDEPENDENT AUDITORS' REPORT

The Partners
American Cable TV Investors 5, Ltd.:

We have audited the accompanying balance sheet of American Cable TV
Investors 5, Ltd. (a Colorado limited partnership) as of December 31, 2001, and
the related statements of operations, partners' equity, and cash flows for each
of the years in the two-year period ended December 31, 2001. These financial
statements are the responsibility of the Partnership's management. Our
responsibility is to express an opinion on these financial statements 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 management, 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 financial statements referred to above present fairly,
in all material respects, the financial position of American Cable TV Investors
5, Ltd. as of December 31, 2001, and the results of its operations and its cash
flows for each of the years in the two-year period ended December 31, 2001, in
conformity with accounting principles generally accepted in the United States of
America.

As discussed in note 2 to the financial statements, the Partnership sold
substantially all of its cable television assets and is currently in the process
of completing its liquidating distributions.

KPMG LLP

Denver, Colorado
March 25, 2002

II-5

AMERICAN CABLE TV INVESTORS 5, LTD.
(A COLORADO LIMITED PARTNERSHIP)

BALANCE SHEETS
DECEMBER 31, 2002 AND 2001

See accompanying notes to financial statements.
II-6

AMERICAN CABLE TV INVESTORS 5, LTD.
(A COLORADO LIMITED PARTNERSHIP)

STATEMENTS OF OPERATIONS
YEARS ENDED DECEMBER 31, 2002, 2001 AND 2000

See accompanying notes to financial statements.
II-7

AMERICAN CABLE TV INVESTORS 5, LTD.
(A COLORADO LIMITED PARTNERSHIP)

STATEMENTS OF PARTNERS' EQUITY

YEARS ENDED DECEMBER 31, 2002, 2001 AND 2000

See accompanying notes to financial statements.
II-8

AMERICAN CABLE TV INVESTORS 5, LTD.
(A COLORADO LIMITED PARTNERSHIP)

STATEMENTS OF CASH FLOWS

YEARS ENDED DECEMBER 31, 2002, 2001 AND 2000

See accompanying notes to financial statements.
II-9

AMERICAN CABLE TV INVESTORS 5, LTD.
(A COLORADO LIMITED PARTNERSHIP)

NOTES TO FINANCIAL STATEMENTS

DECEMBER 31, 2002, 2001 AND 2000

(1) SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

ORGANIZATION

American Cable TV Investors 5, Ltd. ("ACT 5" or the "Partnership") is a
Colorado limited partnership that was formed in December of 1986 for the purpose
of acquiring, developing, and operating cable television systems. The
partnership currently has no operations and is expected to be dissolved when the
remaining litigation against it is concluded (See Note 4).

The Partnership's general partner is IR-TCI Partners V, L.P. ("IR-TCI" or
the "General Partner"), a Colorado limited partnership. At December 31, 2002,
the general partner of IR-TCI was TCI Ventures Five, Inc. ("TCIV 5"), a
subsidiary of TCI Cablevision Associates, Inc. ("Cablevision"). Cablevision is
an indirect subsidiary of AT&T Broadband, LLC ("AT&T Broadband"), and is the
managing agent of the partnership.

On November 18, 2002, AT&T Corp. ("AT&T") transferred to AT&T Broadband
Corp. ("Broadband") substantially all the assets, liabilities and businesses
represented by AT&T Broadband, including AT&T Broadband LLC, and AT&T spun off
Broadband to its shareholders. Comcast Holdings Corporation (formerly known as
Comcast Corporation) ("Comcast Holdings"), a wholly owned subsidiary of Comcast
Corporation (formerly known as AT&T Comcast Corporation) ("Comcast") and
Broadband then each merged with a different, wholly owned subsidiary of Comcast,
and Comcast Holdings and AT&T shareholders received Comcast shares. On November
18, 2002, the name of Broadband was changed to Comcast Cable Communications
Holdings, Inc. ("Cable Communications Holdings") and the name of AT&T Broadband
LLC was changed to Comcast Cable Holdings LLC ("Comcast Cable Holdings").
Cablevision is now an indirect subsidiary of Comcast Cable Holdings (formerly
AT&T Broadband, LLC), and is the managing agent of the Partnership. Comcast
Cable Holdings is a subsidiary of Comcast Corporation.

In its public offering that was conducted from May of 1987 to February of
1989, the Partnership sold 200,005 limited partnership units to the public
resulting in gross proceeds of $100,002,500.

As further described in note 2, the Partnership has sold substantially all
of its cable television assets.

ALLOCATION OF NET EARNINGS AND NET LOSSES

Net earnings and net losses shall be allocated 99% to ACT 5's limited
partners ("Limited Partners") and 1% to the General Partner and distributions of
Cash from Operations, Sales or Refinancings (all as defined in the Partnership's
limited partnership agreement) shall be distributed 99% to the Limited Partners
and 1% to the General Partner until cumulative distributions to the Limited
Partners equal the Limited Partners' aggregate contributions ("Payback"), plus
6% per annum. After the Limited Partners have received distributions equal to
Payback plus 6% per annum, the allocations of net earnings, net losses and
credits, and distributions of Cash from Operations, Sales or Refinancings shall
be 25% to the General Partner and 75% to the Limited Partners. Although ACT 5's
distributions of proceeds from the sales of its cable television systems allowed
Limited Partners to achieve Payback, distributions did not allow Limited
Partners to achieve a 6% return on their aggregate contributions; therefore,
amounts will continue to be allocated 99% to the Limited Partners and 1% to the
General Partner. See note 2.

II-10

AMERICAN CABLE TV INVESTORS 5, LTD.
(A COLORADO LIMITED PARTNERSHIP)

NOTES TO FINANCIAL STATEMENTS -- (CONTINUED)

CASH AND CASH EQUIVALENTS

Cash and cash equivalents consist of investments which are readily
convertible into cash and have maturities of three months or less at the time of
acquisition.

At December 31, 2002 and 2001, $9,419,000 and $9,254,000 of the
Partnership's cash and cash equivalents were invested in money market funds,
respectively. The Partnership is exposed to credit loss in the event of
non-performance by the other parties to such financial instruments. However, the
Partnership does not anticipate non-performance by the other parties.

NET EARNINGS (LOSS) PER UNIT

Net earnings (loss) per Unit is calculated by dividing net earnings (loss)
attributable to the Limited Partners by the number of Units outstanding during
the period. The number of Units outstanding for each of the years in the
three-year period ended December 31, 2002 was 200,005.

INCOME TAXES

No provision has been made for income tax expense or benefit in the
accompanying financial statements as the earnings or losses of the Partnership
are reported in the respective income tax returns of the partners.

ESTIMATES

The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates and
assumptions that affect the reported amounts of assets and liabilities at the
date of the financial statements and the reported amounts of revenue and
expenses during the reporting period. Actual results could differ from those
estimates.

RECLASSIFICATIONS

Certain reclassifications have been made to the prior years' consolidated
financial statements to conform to those classifications used in 2002.

(2) ASSET SALES

On December 7, 1999, the Partnership consummated the sale of its remaining
cable television system serving subscribers located in and around Riverside,
California (the "Riverside System") to Century Exchange LLC ("Century"), a
subsidiary of Adelphia Communications Corporation, for an adjusted sale price of
$33,399,000 (the "Riverside Sale"). The Riverside Sale was approved by the
Limited Partners at a special meeting that occurred on December 11, 1998. In
accordance with the terms of the asset purchase agreement relating to the
Riverside Sale, $1,500,000 of the sales price was placed in escrow for 180 days
in order to satisfy any indemnifiable claims which could be made by Century. On
June 5, 2000, the funds held in escrow were released to ACT 5. ACT 5 received
interest of $39,000 in conjunction with the release of the funds held in escrow.
In connection with the Riverside Sale, Century and the Partnership waived the
condition to closing that all required consents be obtained prior to closing the
Riverside Sale, as such condition related to the transfer to Century of the
franchise agreement between the Partnership and the City of Moreno Valley. The
franchise agreement authorizes the Partnership to provide cable television
service to subscribers located in and around Moreno Valley, California (the
"Moreno Franchise Agreement"). Accordingly, all of the Riverside System's cable
television assets other than the Moreno Franchise Agreement were transferred to
Century on December 7, 1999. In connection with the Riverside Sale, the
Partnership entered into a management agreement with Century pursuant to which
Century would be entitled to all net cash flows generated by the portion of the
Riverside System that was subject to the Moreno Franchise Agreement until
II-11

AMERICAN CABLE TV INVESTORS 5, LTD.
(A COLORADO LIMITED PARTNERSHIP)

NOTES TO FINANCIAL STATEMENTS -- (CONTINUED)

such time as the City of Moreno Valley approved the transfer of the Moreno
Franchise Agreement from the Partnership to Century. On February 13, 2001, the
City of Moreno Valley passed a resolution indicating that the Partnership, by
entering into the management agreement, in effect, transferred the franchise
without city approval, thereby causing a material default under the franchise
agreement. On December 18, 2001, the City of Moreno Valley approved the transfer
of the Moreno Valley Franchise Agreement to Century. The settlement and transfer
requires a payment of $500,000 from Century and releases the Partnership from
any liability.

On December 7, 1999, Broadband, and Century contributed cable television
systems to a joint venture (the "Joint Venture") that combined multiple cable
television systems in Southern California. The Riverside System was among those
systems to be contributed to the Joint Venture by Century. Broadband has an
approximate 25% interest in the Joint Venture, which is managed by Century.
Broadband through certain of its subsidiaries, owns a 100% interest in IR-TCI.

In connection with the Riverside Sale, the Partnership made a distribution
to its General Partner and Limited Partners of $410,000 and $40,601,000 ($203
per Unit for Limited Partners of record as of April 1, 2000), respectively, in
April 2000.

As a result of the Riverside Sale, the Partnership is no longer actively
engaged in the cable television business. A final determination of the
Partnership's liabilities and any liquidating distributions cannot be made in
connection with the Partnership's dissolution until the contingencies described
in note 4 are resolved.

(3) TRANSACTIONS WITH RELATED PARTIES

The Partnership has a management agreement with an affiliate of Comcast
Cable Holdings whereby this affiliate is responsible for performing all services
necessary for the management of the Partnership. The Partnership reimburses this
affiliate for direct out-of-pocket and indirect expenses allocable to the
Partnership and for certain personnel employed on a full- or part-time basis to
perform accounting, marketing, technical or other services. Such reimbursements
amounted to $36,000 in 2002, 2001 and 2000.

ACT 5 was obligated to pay a disposition fee to Cablevision equal to 3% of
the gross proceeds from the sale of any cable television system owned by ACT 5.
This fee was due and payable at the time the cable television system was sold if
the consideration received was greater than its adjusted cost, as defined in ACT
5's limited partnership agreement. In connection with the Riverside Sale,
disposition fees of $1,000,000 were paid to Cablevision during 2000.

Amounts due to related parties, which represent non-interest-bearing
payables to Comcast Cable Holdings and its affiliates, consist of the net effect
of cash advances and certain intercompany expense charges.

(4) CONTINGENCIES

On November 2, 1999 a limited partner of ACT 5 filed suit in United States
District Court for the District of Colorado against the General Partner of ACT
5. The lawsuit also names certain affiliates of the General Partner as
defendants. The lawsuit alleges that the defendants violated disclosure
requirements under the Securities Exchange Act of 1934 in connection with
soliciting limited partner approval for the sale of the Partnership's Cable
television system located in and around Riverside, California (the "Riverside
Sale") and that certain defendants breached their fiduciary duty in connection
with the Riverside Sale. Also named as a defendant is Lehman Brothers Inc.
("Lehman"), which provided to ACT 5 a fairness opinion relative to the Riverside
Sale. On May 18, 2001, the Court denied the Defendants' motion to dismiss the
complaint. A trial date has been set for March 2004. Based upon the limited
facts available, management believes that, although no assurance can be given as
to the outcome of this action, the ultimate disposition should not have a
material adverse effect upon the financial condition of the Partnership.
II-12

AMERICAN CABLE TV INVESTORS 5, LTD.
(A COLORADO LIMITED PARTNERSHIP)

NOTES TO FINANCIAL STATEMENTS -- (CONTINUED)

Section 21 of the Partnership Agreement provides that the General Partner
and its affiliates, subject to certain conditions set forth in more detail in
the Partnership Agreement, are entitled to be indemnified for any liability or
loss incurred by them by reason of any act performed or omitted to be performed
by them in connection with the business of ACT 5, provided that the General
Partner determines, in good faith, that such course of conduct was in the best
interests of ACT 5 and did not constitute proven fraud, negligence, breach of
fiduciary duty or misconduct. The engagement agreement between ACT 5 and Lehman
provides that, subject to certain conditions set forth in more detail in the
engagement agreement, Lehman is entitled to be indemnified for any liability or
loss, and to be reimbursed by ACT 5 for legal expenses incurred as a result of
its rendering of services in connection with the fairness opinion. The General
Partner and its affiliates and Lehman each have submitted a demand for
indemnification. Consequently, legal fees incurred by the defendants with
respect to the above lawsuit have been reflected in "General and Administrative
Expenses" in the accompanying statements of operations in the period that such
legal fees were incurred by the defendants. For the years ended December 31,
2002 and 2001, legal fees related to the above lawsuit of $1,131,000 and
$402,000, respectively, have been included in "Selling, General and
Administrative Expenses" in the accompanying statements of operations.

On August 1, 2002, the plaintiff in the above lawsuit filed a motion to bar
defendants from recovering indemnification for attorneys' fees and costs during
the pendency of the lawsuit. On September 16, 2002, plaintiff and the General
Partner, Ventures Five, and AT&T Broadband (the "TCI Defendants") filed with the
court a stipulation by which the TCI Defendants agreed that ACT 5 would not
reimburse AT&T Broadband for legal fees or expenses of the TCI Defendants
unless, at the conclusion of the case, the court authorizes the indemnification
payment. The plaintiff withdrew its motion without prejudice.

On September 16, 2002, plaintiff filed a motion to bar Lehman from
recovering indemnification of attorneys' fees and costs during the pendency of
this lawsuit. The motion has been fully briefed. The General Partner and
Ventures Five opposed the motion, contending that Lehman is entitled to
indemnification pursuant to the terms of its engagement agreement and that AT&T
Broadband or its affiliate is entitled to be reimbursed by ACT 5 for
approximately $680,000 in reimbursement payments made to Lehman on behalf of ACT
5.

Although no assurance can be given as to the outcome of the indemnification
matters, based on information currently available to management, ACT 5 believes
that the defendants are entitled to indemnification pursuant to the terms of the
Partnership Agreement and, in the case of Lehman, the terms of the engagement
letter. Accordingly, management of ACT 5 intends to continue to reflect covered
expenses in "General and Administrative Expenses". From the inception of the
lawsuit through December 31, 2002, claims for indemnification have been
submitted to ACT 5 totaling approximately $2.0 million. Such amounts are
reflected in "Amounts due to related parties" in the accompanying balance sheet
at December 31, 2002.

On October 7, 2002, the defendants and plaintiff filed motions for partial
summary judgment with respect to certain of the plaintiff's claims in the above
lawsuit. The court has not yet ruled on these motions and they remain pending.

On April 1, 1997, the Partnership sold its cable television system located
in and around Shelbyville and Manchester, Tennessee (the "Southern Tennessee
System") to Rifkin Acquisition Partners, L.L.L.P. ("Rifkin"). Pursuant to the
asset purchase agreement, $494,000 of such sales price was placed in escrow (the
"Southern Tennessee Escrow") and was subject to indemnifiable claims by Rifkin
through March 31, 1998. Prior to March 31, 1998, Rifkin filed a claim against
the Southern Tennessee Escrow relating to a class action lawsuit filed by a
customer challenging late fee charges with respect to the Southern Tennessee
System. On September 14, 1999, Rifkin sold the Southern Tennessee System to an
affiliate of Charter Communications, Inc. ("Charter"). In connection with such
sale, Charter was assigned the rights of the indemnification claim.

II-13

AMERICAN CABLE TV INVESTORS 5, LTD.
(A COLORADO LIMITED PARTNERSHIP)

NOTES TO FINANCIAL STATEMENTS -- (CONTINUED)

The above described class action lawsuit has been settled and dismissed. The
amount of the Southern Tennessee Escrow due Charter as a result of terms of the
settlement agreement has not yet been determined. Upon determination of amounts
due Charter, the remaining funds in the Southern Tennessee Escrow will be
released to ACT 5.

The claim against the Southern Tennessee Escrow and the lawsuit described
above have had and will continue to have the effect of delaying any final
liquidating distributions of the Partnership.

(5) UNAUDITED SUPPLEMENTARY DATA

Selected unaudited quarterly financial information is presented below:

II-14

PART III

ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT.

As the Partnership has no directors or officers of its own, all of the
Partnership's major decisions are made by IR-TCI whose general partner is TCIV
5. Until its withdrawal by letter dated January 17, 1996, ICC was also a general
partner of the General Partner.

The Partnership has entered into a management agreement with an affiliate
of Comcast Cable Holdings, pursuant to which this affiliate is responsible for
managing the day-to-day operations of the Partnership.

As of December 31, 2002, the following executive officers and directors of
TCIV 5 operate IR-TCI:

III-1

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

(1) Directors of TCIV 5 serve until their successors are appointed and
qualified.

ITEM 11. EXECUTIVE COMPENSATION.

The Partnership pays no direct compensation to the individuals named above,
but instead pays for their services through management and other fees paid to an
affiliate of Comcast Cable Holdings. See "Certain Relationships and Related
Transactions" below.

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT.

No General or Limited Partner of the Partnership owns more than 5% of the
Units.

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.

Under a management agreement with an affiliate of Comcast Cable Holdings,
this affiliate is reimbursed for direct out-of-pocket and indirect expenses
allocable to the Partnership, and for certain personnel employed on a full- or
part-time basis to perform accounting, marketing, technical, or other services.
Such reimbursements aggregated $36,000 in 2002.

At December 31, 2002, the Partnership owed $2,124,000 to Comcast
Corporation and its affiliates. Such amounts are non-interest-bearing and
consist of the net effect of cash advances and certain intercompany expense
allocations.

III-2

PART IV

ITEM 14. CONTROLS AND PROCEDURES

(a) Controls and procedures. Our chairman and our co-chief financial
officers, after evaluating the effectiveness of our "disclosure controls and
procedures" (as defined in the Securities Exchange Act of 1934 Rules 13a-14(c)
and 15d-14(c)) as of a date (the "Evaluation Date") within 90 days before the
filing date of this annual report, have concluded that as of the Evaluation
Date, our disclosure controls and procedures were adequate and designed to
ensure that material information relating to us and our consolidated
subsidiaries would be made known to them by others within those entities.

(b) Changes in internal controls. There were no significant changes in our
internal controls or to our knowledge, in other factors that could significantly
affect our internal controls and procedures subsequent to the Evaluation Date.

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

(a) (1) Financial Statements

Included in Part II of this Report:

(b) (2) Financial Statement Schedules

All schedules are omitted as they are not required or are not applicable.

(c) (3) Exhibits

The following exhibits are incorporated by reference herein (according to
the number assigned to them in Item 601 of Regulation S-K), as noted:

3 -- Articles of Incorporation and Bylaws:

Limited Partnership Agreement, incorporated by reference to Exhibit A to
Prospectus filed pursuant to Rule 424(b) as part of Registration
Statement 33-12064.

Limited Partnership Agreement of General Partner, incorporated by
reference to the Partnership's Annual Report on Form 10-K for the year
ended December 31, 1987 (Commission File Number 0-16784).

10 -- Material Contracts:

Management Agreement between Cablevision and the Partnership,
incorporated by reference to the Partnership's Annual Report on Form
10-K for the year ended December 31, 1987 (Commission File Number
0-16784).

Acquisition and Disposition Services Agreement between Cablevision and
the Partnership, incorporated by reference to the Partnership's Annual
Report on Form 10-K for the year ended December 31, 1987 (Commission
File Number 0-16784).

Consulting Agreement, re: the Partnership between Cablevision and
Presidio, incorporated by reference to the Partnership's Annual Report
on Form 10-K for the year ended December 31, 1987 (Commission File
Number 0-16784).

IV-1

Asset Purchase Agreement by and between American Cable TV Investors 5,
Ltd. and Gans Multimedia Partnership dated as of November 27, 1996,
incorporated by reference to the Partnership's Current Report on Form
8-K filed February 11, 1997.

Asset Purchase Agreement by and between American Cable TV Investors 5,
Ltd. and Rifkin Acquisition Partners, L.L.L.P. dated as of November 29,
1996, incorporated by reference to the Partnership's Current Report on
Form 8-K filed February 11, 1997.

Asset Purchase Agreement by and between American Cable TV Investors 5,
Ltd. and Mediacom LLC dated as of December 24, 1996, incorporated by
reference to the Partnership's Current Report on Form 8-K filed February
11, 1997.

Asset Purchase Agreement by and between American Cable TV Investors 5,
Ltd. and Century Communications Corp. dated as of August 12, 1998,
incorporated by reference to the Partnership's Current Report on Form
8-K filed August 27, 1998.

First Amendment, dated as of November 11, 1998, to Asset Purchase
Agreement dated as of August 12, 1998, by and among American Cable TV
Investors 5, Ltd. and Century Communications Corp., incorporated by
reference to the Partnership's Annual Report on Form 10-K for the year
ended December 31, 1998 (Commission File Number 0-16784).

Waiver and Indemnification Agreement by and between American Cable TV
Investors 5, Ltd. and Adelphia Communications Corporation dated December
7, 1999.

(d) Reports on Form 8-K filed during the quarter ended December 31, 2002:

(i) We filed a Current Report on Form 8-K under Items 4 and 7(c) dated
December 20, 2002 announcing a change in the Partnership's
certifying accountant.

IV-2

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.

AMERICAN CABLE TV INVESTORS 5, LTD.,
A Colorado Limited Partnership

By: IR-TCI PARTNERS V, L.P.,
Its General Partner

By: TCI VENTURES FIVE, INC.,
Its General Partner

By: /s/ BRIAN L. ROBERTS
------------------------------------
Brian L. Roberts
Chairman

March 31, 2003

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

IV-3

CERTIFICATIONS

I, Brian L. Roberts, certify that:

1. I have reviewed this annual report on Form 10-K of American Cable TV
Investors 5, Ltd.;

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 officers 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
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 officers and I have disclosed, based
on our most recent evaluation, to the registrant's auditors and the
audit committee of the 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 officers and I have indicated in this
annual report whether 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 31, 2003

/s/ BRIAN L. ROBERTS
- ---------------------------------------------------------
Name: Brian L. Roberts
Chairman

IV-4

CERTIFICATIONS

I, Lawrence S. Smith, certify that:

1. I have reviewed this annual report on Form 10-K of American Cable TV
Investors 5, Ltd.;

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 officers 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
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 officers and I have disclosed, based
on our most recent evaluation, to the registrant's auditors and the
audit committee of the 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 officers and I have indicated in this
annual report whether 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 31, 2003

/s/ LAWRENCE S. SMITH
- ---------------------------------------------------------
Name: Lawrence S. Smith
Co-Chief Financial Officer

IV-5

CERTIFICATIONS

I, John R. Alchin, certify that:

1. I have reviewed this annual report on Form 10-K of American Cable TV
Investors 5, Ltd.;

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 officers 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
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 officers and I have disclosed, based
on our most recent evaluation, to the registrant's auditors and the
audit committee of the 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 officers and I have indicated in this
annual report whether 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 31, 2003

/s/ JOHN R. ALCHIN
- ---------------------------------------------------------
Name: John R. Alchin
Co-Chief Financial Officer

IV-6