Tennenbaum Opportunities Partners V N-CSR Certified annual shareholder report (management investment company)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM N-CSR

CERTIFIED SHAREHOLDER REPORT

OF REGISTERED MANAGEMENT INVESTMENT COMPANIES

Investment Company Act file number 811-21992

TENNENBAUM OPPORTUNITIES PARTNERS V, LP

(Exact Name of Registrant as Specified in Charter)

2951 28TH STREET, SUITE 1000

SANTA MONICA, CALIFORNIA 90405

(Address of Principal Executive Offices) (Zip Code)

ELIZABETH GREENWOOD, SECRETARY

TENNENBAUM OPPORTUNITIES PARTNERS V, LP

2951 28TH STREET, SUITE 1000

SANTA MONICA, CALIFORNIA 90405

(Name and Address of Agent for Service)

Registrant's telephone number, including area code: (310) 566-1000

Copies to:

RICHARD T. PRINS, ESQ.

SKADDEN, ARPS, SLATE, MEAGHER & FLOM LLP

FOUR TIMES SQUARE

NEW YORK, NEW YORK 10036

Date of fiscal year end: DECEMBER 31, 2008

Date of reporting period: JUNE 30, 2008

ITEM 1.REPORTS TO STOCKHOLDERS

Semi-Annual Report

Tennenbaum Opportunities Partners V, LP

(A Delaware Limited Partnership)

June 30, 2008

Tennenbaum Opportunities Partners V, LP

(A Delaware Limited Partnership)

Semi-Annual Report

June 30, 2008

Contents

Portfolio Asset Allocation	2
Unaudited Financial Statements
Statement of Assets and Liabilities	3
Statement of Investments	4
Statement of Operations	9
Statements of Changes in Net Assets	10
Statement of Cash Flows	11
Notes to Financial Statements	12
Supplemental Information
Approval of Investment Management Agreements	24

Tennenbaum Opportunities Partners V, LP (the “Partnership”) files its complete schedule of portfolio holdings with the Securities and Exchange Commission (“SEC”) for the first and third quarters of each fiscal year on Form N-Q. The Partnership’s Forms N-Q are available on the SEC’s website at http://www.sec.gov. The Partnership’s Forms N-Q may also be reviewed and copied at the SEC’s Public Reference Room in Washington, D.C. Information on the operation of the Public Reference Room may be obtained by calling 1-800-SEC-0330.

A free copy of the Partnership’s proxy voting guidelines and information regarding how the Partnership voted proxies relating to portfolio securities during the most recent twelve-month period may be obtained without charge on the SEC’s website at http://www.sec.gov, or by calling the Partnership’s advisor, Tennenbaum Capital Partners, LLC, at (310) 566-1000. Collect calls for this purpose are accepted.0212-0378483 9/5/2008 6:34 PM

Tennenbaum Opportunities Partners V, LP

(A Delaware Limited Partnership)

Portfolio Asset Allocation (Unaudited)

June 30, 2008

Portfolio Holdings by Investment Type (% of Cash and Investments)

Portfolio Holdings by Industry (% of Cash and Investments)
	Telecom Wireline	19.5%
	Data Processing, Hosting and Related Services	12.0%
	Motor Vehicle Parts Manufacturing	9.0%
	Gambling Industries	7.1%
	Newspaper, Periodical, Book, and Directory Publishers	6.3%
	Cable Service Carriers	5.8%
	Communications Equipment Manufacturing	5.3%
	Satellite Telecommunications	4.5%
	Offices of Real Estate Agents and Brokers	4.1%
	Sporting Goods, Hobby and Musical Instrument Stores	3.8%
	Glass and Glass Products Manufacturing	3.5%
	Depository Credit Intermediation	2.2%
	Computer and Peripheral Equipment Manufacturing	1.8%
	Miscellaneous	1.8%
	Architectural, Engineering, and Related Services	1.6%
	Petroleum and Coal Products Manufacturing	1.6%
	Radio and Television Broadcasting	1.3%
	Semiconductor and Other Electronic Component Manufacturing	1.2%
	Other Amusement and Recreation Industries	0.6%
	Plastics Product Manufacturing	0.5%
	Motor Vehicle Manufacturing	0.4%
	Resin, Synthetic Rubber, and Artificial Synthetic Fibers and Filaments Manufacturing	0.3%
	Home Furnishings Stores	0.3%
	Cash and Cash Equivalents	5.5%
	Total	100.0%

2

Tennenbaum Opportunities Partners V, LP
(A Delaware Limited Partnership)
Statement of Assets and Liabilities (Unaudited)
June 30, 2008
	Cost		Fair Value
Assets
Investments in:
Unaffiliated issuers	$	1,160,095,261	$	1,085,688,763
Affiliates		225		225
Total investments		1,160,095,486		1,085,688,988
Cash and cash equivalents				63,047,263
Receivable for open trades				25,777,533
Accrued interest income on investments in unaffiliated issuers				19,897,498
Deferred debt issuance costs				6,973,048
Receivable from common limited partner				913,310
Prepaid expenses and other assets				184,223
Total assets				1,202,481,863
Liabilities
Credit facility payable				356,634,000
Payable for investments purchased				80,027,264
Unrealized depreciation on interest rate swaps				7,632,424
Management and advisory fees payable				2,762,500
Interest payable				1,902,461
Payable to common limited partner				1,570,169
Futures contracts at fair value				1,106,063
Accrued expenses and other liabilities				702,942
Total liabilities				452,337,823
Preferred limited partner interests
Series A preferred interests; $20,000/interest liquidation preference;
25,000 interests authorized, 5,050 interests issued and outstanding				101,000,000
Accumulated distributions on Series A preferred interests				840,923
Total preferred limited partner interests				101,840,923
Net assets applicable to common limited and general partners			$	648,303,117
Composition of net assets applicable to common limited and general partners
Paid-in capital			$	751,840,230
Accumulated net investment income				19,230,599
Accumulated net realized loss on investments and foreign currency				(28,770,747	)
Accumulated net unrealized depreciation on investments and foreign currency				(93,996,965	)
Net assets applicable to common limited and general partners			$	648,303,117
See accompanying notes.

3

Tennenbaum Opportunities Partners V, LP
(A Delaware Limited Partnership)
Statement of Investments (Unaudited)
June 30, 2008
Showing Percentage of Total Cash and Investments of the Partnership
	Principal		Fair			Percent of Cash
Security	Amount		Value			and Investments
Debt Securities (85.49%)
Bank Debt (71.24%) (1)
Communications Equipment Manufacturing (5.29%)
Enterasys Network Distribution Ltd., 2nd Lien Term Loan, LIBOR +9.25%, due 2/22/11
(Acquired 3/9/07, Amortized Cost $2,588,317) - (Ireland)	$	2,614,462	$	2,536,028			0.22	%
Enterasys Networks, Inc., 2nd Lien Term Loan, LIBOR +9%, due 2/22/11
(Acquired 3/9/07, Amortized Cost $11,348,775)	$	11,463,409		11,119,507			0.97	%
Mitel Networks Corporation, 1st Lien Term Loan, LIBOR +3.25%, due 8/10/14
(Acquired 12/13/07, Amortized Cost $49,833,305)	$	53,014,154		47,050,062			4.10	%
Total Communications Equipment Manufacturing				60,705,597
Cable Service Carriers (5.85%)
Bresnan Communications, LLC, 2nd Lien Term Loan, LIBOR +4.5%, due 3/29/14
(Acquired 11/22/06, Amortized Cost $20,196,094)	$	19,750,000		18,404,531			1.60	%
Primacom AG, Mezzanine Term Loan, EURIBOR + 3.5% Cash + 7% PIK, due 11/21/17
(Acquired 12/28/07, Amortized Cost $44,684,200) - (Germany) (3)		€ 30,351,296		48,774,836			4.25	%
Total Cable Service Carriers				67,179,367
Computer and Peripheral Equipment Manufacturing (1.77%)
Palm, Inc., Tranche B Term Loan, LIBOR +3.5%, due 4/24/14
(Acquired 12/13/07, Amortized Cost $27,305,563)	$	30,339,514		20,327,475			1.77	%
Data Processing, Hosting and Related Services (11.64%)
GXS Worldwide, Inc., 1st Lien Term Loan, LIBOR +4%, due 3/31/13
(Acquired 10/12/07, Amortized Cost $24,210,933) (9)	$	24,705,033		24,087,407			2.10	%
GXS Worldwide, Inc., 2nd Lien Term Loan, LIBOR + 7.5%, due 9/30/13
(Acquired 10/12/07, Amortized Cost $59,360,204) (9)	$	60,264,167		58,606,902			5.10	%
Terremark Worldwide, Inc., 1st Lien Term Loan, LIBOR + 3.75%, due 7/31/12
(Acquired 8/1/07, Amortized Cost $15,131,546)	$	15,131,546		14,450,627			1.26	%
Terremark Worldwide, Inc., 2nd Lien Term Loan,
LIBOR + 3.25% Cash + 4.5% PIK, due 1/31/13
(Acquired 8/1/07, Amortized Cost $38,185,339)	$	38,403,688		36,541,109			3.18	%
Total Data Processing, Hosting and Related Services				133,686,045
Gambling Industries (3.15%)
Gateway Casinos, Inc., 2nd Lien Term Loan, LIBOR+5.50%, due 3/31/15
(Acquired 5/30/08, 6/5/08, 6/12/08 and 6/26/08, Amortized Cost $27,327,500)	$	38,500,000		26,565,000			2.31	%
Tropicana Entertainment, Term Loan, Prime + 3.25%, due 1/03/12
(Acquired 12/7/07 and 12/11/07, Amortized Cost $9,612,500)	$	10,000,000		9,676,560			0.84	%
Total Gambling Industries				36,241,560
Motor Vehicle Parts Manufacturing (8.96%)
EaglePicher Corporation, 1st Lien Tranche B Term Loan, LIBOR +4.5%, 12/31/12
(Acquired 12/31/07, Amortized Cost $23,842,594)	$	23,842,594		23,703,520			2.06	%
EaglePicher Corporation, 2nd Lien Term Loan, LIBOR +7.5%, 12/31/13
(Acquired 12/31/07, Amortized Cost $21,000,000)	$	21,000,000		21,157,500			1.84	%
Visteon Corporation, 1st Lien Term Loan, LIBOR +3%, due 6/13/13
(Acquired 11/16/07, 11/20/07, 12/14/07, 12/19/07, and 12/20/07,
Amortized Cost $61,610,533)	$	71,627,582		58,085,528			5.06	%
Total Motor Vehicle Parts Manufacturing				102,946,548
Motor Vehicle Manufacturing (-0.41%)
General Motors Corporation, Revolver, LIBOR+1.5%, due 7/20/11
(Acquired 9/26/07, 9/27/07, 10/18/07, 11/07/07, 12/04/07,
and 12/14/07, Amortized Cost $(2,655,850))	$	32,000,000		(4,720,000	)		-0.41	%
Newspaper, Periodical, Book, and Directory Publishers (6.27%)
Tribune Company, Tranche X Term Loan, LIBOR +2.75%, due 5/18/09
(Acquired 12/11/07, 12/12/07, 12/14/07, and 12/17/07, Amortized Cost $71,818,750) (9)	$	75,000,000		72,031,275			6.27	%

4

Tennenbaum Opportunities Partners V, LP
(A Delaware Limited Partnership)
Statement of Investments (Unaudited) (Continued)
June 30, 2008
Showing Percentage of Total Cash and Investments of the Partnership
	Principal		Fair			Percent of Cash
Security	Amount		Value			and Investments
Debt Securities (continued)
Offices of Real Estate Agents and Brokers (3.13%)
Realogy Corporation, Revolver, LIBOR + 2.25%, due 4/10/13
(Acquired 6/28/07, 7/9/07, 7/13/07, and 8/17/07, Amortized Cost $6,453,750)	$	30,000,000	$	3,475,000			0.30	%
Realogy Corporation, Term Loan B, LIBOR + 3%, due 10/10/13
(Acquired 7/17/07, 7/18/07, 7/19/07, 8/15/07, 8/16/07, 9/5/07,
9/12/07, 10/26/07, and 12/06/07, Amortized Cost $17,118,462)	$	18,329,834		15,645,815			1.36	%
Realogy Corporation, Delayed Draw Term Loan, LIBOR +3%, due 10/10/13
(Acquired 10/09/07, Amortized Cost $18,758,250)	$	19,850,000		16,943,384			1.47	%
Total Offices of Real Estate Agents and Brokers				36,064,199
Petroleum and Coal Products Manufacturing (1.63%)
Building Materials Corporation of America, 2nd Lien Term Loan, LIBOR + 5.75%, due 9/15/14
(Acquired 6/11/08 and 6/12/08, Amortized Cost $19,287,788)	$	23,382,501		18,725,478			1.63	%
Radio and Television Broadcasting (1.32%)
Newport Television LLC, Term Loan B, LIBOR + 5%, due 9/14/16
(Acquired 5/1/08 and 5/29/08, Amortized Cost $14,467,655)	$	15,898,522		15,202,961			1.32	%
Resin, Synthetic Rubber, and Artificial Synthetic Fibers and Filaments Manufacturing (0.30%)
Solutia, Inc., Senior Secured Term Loan B, LIBOR + 5%, due 2/28/14
(Acquired 03/03/08, Amortized Cost $3,226,563)	$	3,545,673		3,459,247			0.30	%
Satellite Telecommunications (1.80%)
WildBlue Communications, Inc., 1st Lien Delayed Draw Term Loan,
LIBOR + 4.0% Cash + 2.5% PIK, due 12/31/09
(Acquired 6/28/07, Amortized Cost $11,325,570)	$	11,322,217		10,761,201			0.94	%
WildBlue Communications, Inc., 2nd Lien Delayed Draw Term Loan,
LIBOR + 5% Cash + 4.5% PIK, due 8/15/11
(Acquired 6/28/07, Amortized Cost $10,667,663)	$	10,681,945		9,822,048			0.86	%
Total Satellite Telecommunications				20,583,249
Semiconductor and Other Electronic Component Manufacturing (1.18%)
Isola USA Corporation, 1st Lien Term Loan, LIBOR + 4.75%, due 12/18/12
(Acquired 1/24/08, Amortized Cost $13,564,144)	$	15,446,703		13,593,099			1.18	%
Sporting Goods, Hobby and Musical Instrument Stores (0.90%)
Toys R Us, Real Estate Term Loan, LIBOR +3%, due 12/9/08
(Acquired 10/18/06, Amortized Cost $11,031,875)	$	11,000,000		10,381,250			0.90	%
Telecom Wireline (18.46%)
Cavalier Telephone Corporation, Senior Secured 1st Lien Term Loan,
LIBOR + 6.25% Cash + 1% PIK, due 12/31/12
(Acquired 4/18/08 and 4/24/08, Amortized Cost $1,872,956)	$	2,400,249		1,992,206			0.17	%
Global Crossing Limited, Tranche B Term Loan, LIBOR + 6.25%, due 5/9/12
(Acquired 6/4/07, Amortized Cost $29,603,366)	$	30,151,977		28,719,758			2.50	%
Hawaiian Telcom Communications Inc., Tranche C Term Loan, LIBOR + 2.25%, due 4/30/12
(Acquired 4/22/08, 4/25/08, 4/28/08, 4/30/08, 5/15,08 and 5/19/08, Amortized Cost $6,041,036)	$	7,781,522		6,406,784			0.56	%
Hawaiian Telcom Communications Inc., Revolver, LIBOR + 2.25%, due 4/30/12
(Acquired 5/9/08 and 5/16/08, Cost $(1,644,383))	$	8,097,801		(1,629,682	)		-0.14	%
Integra Telecom, Inc., 2nd Lien Term Loan, LIBOR + 7%, due 2/28/14
(Acquired 8/1/06, Amortized Cost $26,120,454) (9)	$	27,208,806		24,896,057			2.17	%

5

Tennenbaum Opportunities Partners V, LP
(A Delaware Limited Partnership)
Statement of Investments (Unaudited) (Continued)
June 30, 2008
Showing Percentage of Total Cash and Investments of the Partnership
	Principal
	Amount		Fair		Percent of Cash
Security	or Shares		Value		and Investments
Debt Securities (Continued)
Telecom Wireline (Continued)
Integra Telecom, Inc., Term Loan, LIBOR + 10% PIK, due 8/31/14
(Acquired 9/05/07, Amortized Cost $38,447,563) (9)	$	38,767,563	$	35,472,321		3.09	%
Interstate Fibernet, Inc., 1st Lien Term Loan, LIBOR + 4%, due 7/31/13
(Acquired 8/01/07, Amortized Cost $29,579,498) (9)	$	30,415,936		28,317,237		2.47	%
Interstate Fibernet, Inc., 2nd Lien Term Loan, LIBOR + 7.5%, due 7/31/14
(Acquired 7/31/07, Amortized Cost $32,752,265) (9)	$	32,752,265		31,777,885		2.77	%
NEF Telecom Company BV, 2nd Lien Tranche D Term Loan,
EURIBOR + 5.5%, due 2/16/17
(Acquired 8/29/07, Amortized Cost $5,607,877) - (Netherlands) (3), (9)		€ 4,103,088		6,222,000		0.54	%
NEF Telecom Company BV, Mezzanine Term Loan, EURIBOR + 10% PIK, due 8/16/17
(Acquired 8/29/07, Amortized Cost $47,999,670) - (Netherlands) (3), (9)		€ 34,983,538		49,728,921		4.33	%
Total Telcom Wireline				211,903,487
Total Bank Debt (Cost $847,682,325)				818,310,837
Other Corporate Debt Securities (14.25%)
Architectural, Engineering, and Related Services (1.64%)
Alion Science & Technology Corporation, Senior Notes, 10.25%, due 2/1/15	$	26,625,000		18,808,166		1.64	%
Gambling Industries (3.93%)
Harrah's Operating Company Inc., Senior Notes, 10.75%, due 2/1/16	$	31,872,000		27,382,829		2.38	%
Harrah's Operating Company Inc., Senior Notes, 5.375%, due 12/15/13	$	28,222,000		17,763,209		1.55	%
Total Gambling Industries				45,146,038
Home Furnishings Stores (0.28%)
Linens 'n Things, Inc., Senior Secured Notes, LIBOR + 5.625%, due 1/15/14 (4)	$	9,189,000		3,170,205		0.28	%
Motor Vehicle Manufacturing (0.34%)
Fleetwood Enterprises, Convertible Bond, 5.0%, due 12/15/23	$	4,080,000		3,906,600		0.34	%
Offices of Real Estate Agents and Brokers (0.94%)
Realogy Corporation, Senior Subordinated Notes, 12.375%, due 4/15/15	$	13,099,000		6,466,321		0.56	%
Realogy Corporation, Senior Notes, 10.5%, due 4/15/14	$	6,284,000		4,352,864		0.38	%
Total Offices of Real Estate Agents and Brokers				10,819,185
Other Amusement and Recreation Industries (0.57%)
Bally Total Fitness Holdings, Inc., Senior Subordinated Notes,
14% Cash or 15.625% PIK, due 10/1/13
(Acquired 10/01/07, Amortized Cost $13,413,634) (5)	$	13,097,333		6,548,667		0.57	%
Plastics Product Manufacturing (0.47%)
Pliant Corporation, Senior Secured 2nd Lien Notes, 11.125%, due 9/1/09	$	6,365,000		5,410,250		0.47	%
Satellite Telecommunications (2.77%)
Satelites Mexicanos, Senior Secured FRN, LIBOR + 8.75%, due 11/30/11
(Acquired 3/13/08, 3/20/08, 3/24/08, 3/28/08, 3/31/08, 4/1/08, 4/3/08, 4/29/08, 5/13/08,
Amortized Cost $30,332,729) (5)	$	32,685,360		31,786,513		2.77	%
Sporting Goods, Hobby and Musical Instrument Stores (2.88%)
Michaels Stores, Inc., Senior Notes, 11.375%, due 11/01/16	$	38,000,000		30,290,180		2.64	%
Michaels Stores, Inc., Senior Unsecured Notes, 10%, due 11/01/14	$	3,133,000		2,723,016		0.24	%
Total Sporting Goods, Hobby and Musical Instrument Stores				33,013,196

6

Tennenbaum Opportunities Partners V, LP
(A Delaware Limited Partnership)
Statement of Investments (Unaudited) (Continued)
June 30, 2008
Showing Percentage of Total Cash and Investments of the Partnership
	Principal
	Amount		Fair		Percent of Cash
Security	or Shares		Value		and Investments
Other Corporate Debt Securities (Continued)
Telecom Wireline (0.43%)
Hawaiian Telcom Communications, Senior FRN, LIBOR + 5.50%, due 5/1/13	$	12,870,000	$	4,890,600		0.43	%
Total Other Corporate Debt Securities (Cost $178,019,714)				163,499,420
Total Debt Securities (Cost $1,025,702,039)				981,810,257
Equity Securities (9.05%)
Data Processing, Hosting, and Related Services (0.42%)
GXS Holdings, Inc., Common Stock
(Acquired 3/28/08, Cost $2,510,633) (4), (5), (10)		2,510,633		4,569,353		0.40	%
GXS Holdings, Inc., Series A Preferred Stock
(Acquired 3/28/08, Cost $100,425) (4), (5), (10)		100,425		182,774		0.02	%
Total Data Processing, Hosting, and Related Services				4,752,127
Depository Credit Intermediation (2.26%)
Doral GP Ltd., GP Interest
(Acquired 7/12/07, Cost $225) (2), (4), (5), (7)		100		225		0.00	%
Doral Holdings, LP Interest
(Acquired 7/12/07, Cost $24,911,825) (4), (5)		24,911,825		25,998,000		2.26	%
Total Depository Credit Intermediation				25,998,225
Glass and Glass Products Manufacturing (3.51%)
Owens Corning, Inc., Common Stock (4)		1,772,334		40,320,599		3.51	%
Motor Vehicle Manufacturing (0.47%)
Fleetwood Enterprises, Inc., Common Stock (4)		2,046,038		5,360,620		0.47	%
Telcom Wireline (0.63%)
NEF Kamchia Co-Investment Fund, LP Interest
(Acquired 7/31/07, Amortized Cost $8,963,704) (3), (4), (5), (9)		6,550,500		7,258,620		0.63	%
Miscellaneous Securities (1.76%) (6)		1,729,952		20,188,540		1.76	%
Total Equity Securities (Cost $134,393,447)				103,878,731
Total Investments (Cost $1,160,095,486)				1,085,688,988
Cash and Cash Equivalents (5.46%)
Citicorp, Commercial Paper, 2.20%, 7/8/08	$	12,000,000		11,994,867		1.03	%
Nestle Cap, Commercial Paper, 2.52%, 7/1/08	$	11,000,000		11,000,000		0.95	%
Wells Fargo, Certificate of Deposit, 2.5%, 7/11/08	$	17,000,000		17,000,000		1.48	%
Wells Fargo Overnight Repo, 1.7%, Collateralized by FHLB Discount Notes and FNMA Discount Notes	$	2,161,753		2,161,753		0.19	%
Cash Denominated in Foreign Currency (Cost $96)	€	61		96		0.00	%
Cash Held on Account at Various Institutions	$	20,890,547		20,890,547		1.81	%
Total Cash and Cash Equivalents (8)				63,047,263
Total Cash and Investments			$	1,148,736,251		100.00	%

7

Tennenbaum Opportunities Partners V, LP

(A Delaware Limited Partnership)

Statement of Investments (Unaudited) (Continued)

June 30, 2008

Showing Percentage of Total Cash and Investments of the Partnership

Notes to Statement of Investments:

⁽¹⁾ Investments in bank debt generally are bought and sold among institutional investors in transactions not subject to registration under the Securities Act of 1933. Such transactions are generally subject to contractual restrictions, such as approval of the agent or borrower.

⁽²⁾ Affiliated issuer - as defined under the Investment Company Act of 1940 (ownership of 5% or more of the outstanding voting securities of this issuer).

⁽³⁾ Principal amount denominated in euros. Amortized cost and fair value converted from euros to U.S. dollars.

⁽⁴⁾ Non-income producing security.

⁽⁵⁾ Restricted security.

⁽⁶⁾ Miscellaneous Securities is comprised of one or more unrestricted security positions that have not previously been publicly disclosed.

⁽⁷⁾ Not a controlling position.

⁽⁸⁾ Cash and cash equivalents include $61,879,801 segregated for certain unfunded commitments.

⁽⁹⁾ Priced by an independent third-party pricing service.

⁽¹⁰⁾ Priced by the Investment Manager.

Aggregate purchases and aggregate sales of investment securities, other than Government securities, totaled $414,304,070 and

$143,016,571 respectively. Aggregate purchases includes securities received as payment in-kind. Aggregate sales includes principal

paydowns on debt securities.

The total value of restricted securities as of June 30, 2008 was $894,654,989 or 77.86% of total cash and investments of the Partnership.

Futures contracts and swaps at June 30, 2008 were as follows:

	Number of
	Contracts or		Fair
Instrument	Notional Amount		Value
Futures Contracts
90 Day Euro Dollar Future, Expire 12/14/09		255	$	(557,813	)
90 Day Euro Dollar Future, Expire 3/15/10		255		(548,250	)
Total Futures Contracts (Cost ($1,106,063))				(1,106,063	)
Swaps
US Dollar Interest Rate Swap, Expire 4/14/12	$	22,000,000		(7,632,424	)
Total Swaps and Futures Contracts			$	(8,738,487	)
See accompanying notes.

8

Tennenbaum Opportunities Partners V, LP
(A Delaware Limited Partnership)
Statement of Operations (Unaudited)
Six Months Ended June 30, 2008
Investment income
Interest income from investments in unaffiliated issuers	$	47,859,208
Dividend income		160,317
Other Income		48,859
Total interest and related investment income		48,068,384
Operating expenses
Management and advisory fees		16,575,000
Interest expense		7,034,230
Commitment fees		490,126
Amortization of deferred debt issuance costs		479,459
Legal fees, professional fees and due diligence expenses		348,725
Insurance expense		104,115
Director fees		59,000
Custody fees		69,968
Other operating expenses		165,885
Total expenses		25,326,508
Net investment income		22,741,876
Net realized and unrealized loss
Net realized loss from investments in unaffiliated issuers on:
Investments		(21,199,832	)
Foreign currency		1,074,590
Net realized loss from investments in unaffiliated issuers		(20,125,242	)
Net change in net unrealized appreciation (depreciation) on:
Investments		(46,271,847	)
Foreign currency		(1,019,285	)
Net change in net unrealized depreciation		(47,291,132	)
Net realized and unrealized loss		(67,416,374	)
Distributions to preferred limited partners		(3,107,874	)
Net change in accumulated distributions to preferred limited partners		908,755
Net decrease in net assets applicable to common limited
and general partners resulting from operations	$	(46,873,617	)
See accompanying notes.

9

Tennenbaum Opportunities Partners V, LP
(A Delaware Limited Partnership)
Statements of Changes in Net Assets
	Six Months Ended June 30, 2008 (Unaudited)
				Common
				Limited			General
	Total			Partner			Partner
Net assets applicable to common limited and general partners,
beginning of period	$	695,176,734		$	695,176,734		$	-
Net investment income		22,741,876			22,741,876			-
Net realized loss on investments and foreign currency		(20,125,242	)		(20,125,242	)		-
Net change in net unrealized depreciation on investments
and foreign currency		(47,291,132	)		(47,291,132	)		-
Distributions to preferred limited partners from net investment income		(3,107,874	)		(3,107,874	)		-
Net change in accumulated distributions to preferred limited partners		908,755			908,755			-
Net decrease in net assets applicable to common limited and
general partners resulting from operations		(46,873,617	)		(46,873,617	)		-
Net assets applicable to common limited and general partners,
end of period (including accumulated net investment income
of $19,230,600)	$	648,303,117		$	648,303,117		$	-

	Year Ended December 31, 2007
				Common
				Limited			General
	Total			Partner			Partner
Net assets applicable to common limited and general partners,
beginning of year	$	145,014,518		$	145,014,518		$	-
Capital contributions		623,820,338			623,820,338			-
Net investment income		1,020,907			1,020,907			-
Net realized loss		(8,617,136	)		(8,617,136	)		-
Net change in unrealized appreciation (depreciation)
on investments and foreign currency		(47,924,422	)		(47,924,422	)		-
Distributions to preferred limited partners from net investment income		(1,846,664	)		(1,846,664	)		-
Net change in accumulated distributions to preferred limited partners		(1,727,436	)		(1,727,436	)		-
Net decrease in net assets applicable to common limited and
general partners resulting from operations		(59,094,751	)		(59,094,751	)		-
Distributions to common limited and general partners from:
Returns of capital		(14,563,371	)		(14,563,371	)		-
Net assets applicable to common limited and general partners,
end of year (including accumulated net investment loss
of $1,312,158)	$	695,176,734		$	695,176,734		$	-
See accompanying notes.

10

Tennenbaum Opportunities Partners V, LP
(A Delaware Limited Partnership)
Statement of Cash Flows (Unaudited)
Six Months Ended June 30, 2008
Operating activities
Net decrease in net assets applicable to common limited and general partners
resulting from operations	$	(46,873,617	)
Adjustments to reconcile net decrease in net assets applicable to common limited and
general partners resulting from operations to net cash used in operating activities:
Net realized loss on investments and foreign currency		20,125,242
Net change in net unrealized depreciation		46,271,848
Distributions paid to preferred limited partners		3,107,874
Net change in accumulated distributions to preferred limited partners		(908,755	)
Income from paid in-kind capitalization		(6,837,191	)
Accretion of original issue discount		(2,334,167	)
Accretion of market discount		(176,293	)
Amortization of deferred debt issuance costs		479,459
Amortization of rating agency fees		89,107
Changes in assets and liabilities:
Purchases of investments		(407,466,879	)
Proceeds from sales, maturities and paydowns of investments		143,016,571
Increase in accrued interest income - unaffiliated issuers		(13,462,968	)
Increase in receivable from parent		(253,990	)
Increase in receivable for investments sold		(2,126,585	)
Increase in prepaid expenses and other assets		(108,363	)
Decrease in payable for investments purchased		(15,629,202	)
Decrease in payable to parent		(1,163,954	)
Decrease in interest payable		(1,047,120	)
Increase in accrued expenses and other liabilities		12,693
Net cash used in operating activities		(285,286,290	)
Financing activities
Proceeds from cash contribution in exchange for common limited partner interests		221,000,000
Proceeds from issuance of Series A preferred limited partner interests		25,000,000
Redemptions of Series A preferred limited partner interests		(100,000,000	)
Distributions paid to Series A preferred limited partners		(3,107,874	)
Payments for debt issuance costs
Net cash provided by financing activities		142,892,126	��
Net increase in cash and cash equivalents		(142,394,164	)
Cash and cash equivalents at beginning of period		205,441,427
Cash and cash equivalents at end of period	$	63,047,263
Supplemental disclosure:
Interest payments	$	8,385,464
See accompanying notes.

11

Tennenbaum Opportunities Partners V, LP

(A Delaware Limited Partnership)

Notes to Financial Statements (Unaudited)

June 30, 2008

1. Organization and Nature of Operations

Tennenbaum Opportunities Partners V, LP (the “Partnership”), a Delaware Limited Partnership, is registered as a nondiversified, closed-end management investment company under the Investment Company Act of 1940 (the “1940 Act”). The Partnership has elected to be treated as a partnership for U.S. federal income tax purposes. The Partnership was formed to acquire a portfolio of investments consisting primarily of bank loans, distressed debt, stressed high yield debt, mezzanine investments and public equities. The stated objective of the Partnership is to achieve high total returns while minimizing losses.

The Certificate of Limited Partnership of the Partnership was filed with the Delaware Secretary of State on September 29, 2006. On December 15, 2006, Tennenbaum Opportunities Fund V, LLC (“TOF V” or the “Common Limited Partner”) contributed substantially all of its assets totaling $145,565,245 to the Partnership in exchange for 100% of the common limited partner interests in a non-taxable transaction. The contributed assets consisted of investments of $109,052,546 (including unrealized gains of $1,232,304), cash of $49,518,680, and other liabilities over other assets of $13,005,981. Following the asset transfer, all portfolio activity has been conducted by and in the Partnership. 

The General Partner of the Partnership is SVOF/MM, LLC (“SVOF/MM”). The managing member of SVOF/MM is Tennenbaum Capital Partners, LLC (“TCP”), which serves as the Investment Manager of the Partnership. Babson Capital Management LLC serves as Co-Manager. Substantially all of the equity interests in the General Partner are owned directly or indirectly by TCP, Babson Capital Management LLC and employees of TCP. The Partnership, TCP, SVOF/MM, and their members and affiliates may be considered related parties.

Partnership management consists of the General Partner and the Board of Directors. The General Partner directs and executes the day-to-day operations of the Partnership, subject to oversight from the Board of Directors, which performs certain functions required by the 1940 Act. The Board of Directors has delegated investment management of the Partnership’s assets to the Investment Manager and the Co-Manager. The Board of Directors consists of three persons, two of whom are independent. If the Partnership has preferred limited partner interests outstanding, as it currently does, the holders of the preferred limited partner interests voting separately as a class will be entitled to elect two of the Partnership’s Directors. The remaining directors of the Partnership will be subject to election by holders of the common limited partner interests and preferred limited partner interests voting together as a single class.

Partnership Structure

As of June 30, 2008, the total maximum capitalization of the Partnership was approximately $2.21 billion, consisting of $1.105 billion of common limited partner interests (the “Common

12

Tennenbaum Opportunities Partners V, LP

(A Delaware Limited Partnership)

Notes to Financial Statements (Unaudited) (Continued)

June 30, 2008

1. Organization and Nature of Operations (continued)

Limited Interests”) from the Common Limited Partner, $369 million of preferred limited partner interests (the “Preferred Limited Interests”) and $736 million under a senior secured revolving credit facility (the “Senior Facility”). The Common Limited Interests, Preferred Limited Interests and the amount drawn under the Senior Facility are used to purchase Partnership investments and to pay certain fees and expenses of the Partnership. Most of these investments are included in the collateral for the Senior Facility.

The Partnership will liquidate and distribute its assets and will be dissolved on October 10, 2016, subject to up to two one-year extensions if requested by the General Partner and approved by TOF V as the holder of the Common Limited Interests. However, the Partnership Agreement will prohibit liquidation of the Partnership prior to October 10, 2016 if the Preferred Limited Interests are not redeemed in full prior to such liquidation.

Common Limited Partner Interests

As of June 30, 2008, the Common Limited Partner had committed to purchase a total of $1.105 billion of the Common Limited Interests on dates specified by the Partnership over a period ending on or prior to April 10, 2009. The Partnership accepted an initial commitment of $725 million at its inception on December 15, 2006, and received assets from the Common Limited Partner representing 20% of this initial commitment on the same day. The Partnership accepted an additional commitment of $260 million on February 22, 2007, and received an initial 20% of this second commitment on or about February 26, 2007. The Partnership accepted a final commitment of $120 million on or about July 2, 2007, and received an initial 20% of this third commitment on or about July 6, 2007. The Partnership has called and received additional common shareholder contributions as follows:

Call Date	Share Issuance Date	Percent of Commitment
June 28 / July 2, 2007	August 1, 2007	10%
July 27, 2007	August 31, 2007	20%
November 29, 2007	January 2, 2008	10%
December 28, 2007	February 1, 2008	10%

As of June 30, 2008, the ratio of called to committed capital was 0.7:1.

Preferred Limited Partner Interests

At June 30, 2008, the Partnership had 5,050 Preferred Limited Interests issued and outstanding with a liquidation preference of $20,000 per interest. The Preferred Limited Interests are redeemable at the option of the Partnership, subject to certain conditions, and, during the ramp-up period, may be reissued. Additionally, under certain conditions, the Partnership may be required to either redeem certain of the Preferred Limited Interests or repay indebtedness, at the Partnership’s option. Such

13

Tennenbaum Opportunities Partners V, LP

(A Delaware Limited Partnership)

Notes to Financial Statements (Unaudited) (Continued)

June 30, 2008

1. Organization and Nature of Operations (continued)

conditions would include a failure by the Partnership to maintain adequate collateral as required by its credit facility agreement or by the Statement of Preferences of the Preferred Limited Interests, or a failure by the Partnership to maintain sufficient asset coverage as required by the 1940 Act. At June 30, 2008, the Partnership was in full compliance with such requirements.

The Preferred Limited Interests accrue dividends at an annual rate equal to LIBOR plus 0.65%, or in the case of any holders of Preferred Limited Interests that are CP Conduits (as defined in the leveraging documents), the higher of (ii) LIBOR plus 0.65% or (ii) the CP Conduit’s cost of funds rate plus 0.65%, subject to certain limitations and adjustments.

2. Summary of Significant Accounting Policies

Basis of Presentation

The accompanying financial statements of the Partnership have been prepared in accordance with accounting principles generally accepted in the United States (“GAAP”). In the opinion of the Investment Manager and the General Partner, the financial results of the Partnership included herein contain all adjustments necessary to present fairly the financial position of the Partnership as of June 30, 2008, the results of its operations and its cash flows for the six months then ended, and the changes in net assets for the six months then ended and for the year ended December 31, 2007. The following is a summary of the significant accounting policies of the Partnership.

Investment Valuation

Management values investments held by the Partnership at fair value based upon the principles and methods of valuation set forth in policies adopted by the Partnership’s Board of Directors and in conformity with procedures set forth in the Senior Facility and Statement of Preferences for the Preferred Limited Interests. Fair value is defined as the price that would be received to sell an investment in an orderly transaction between market participants at the measurement date.

Investments listed on a recognized exchange or market quotation system, whether U.S. or foreign, are valued for financial reporting purposes as of the last business day of the reporting period using the closing price on the date of valuation. Liquid investments not listed on a recognized exchange or market quotation system are valued by an approved nationally recognized pricing service or by using bid prices on the date of valuation as supplied by approved broker-dealers.

Semi-liquid investments, illiquid investments, and investments for which market quotations are determined to be unreliable are valued using valuations obtained from independent third party pricing or valuation services, or are valued internally by the Investment Manager under guidelines adopted by the Partnership’s Board of Directors and subject to their approval.

14

Tennenbaum Opportunities Partners V, LP

(A Delaware Limited Partnership)

Notes to Financial Statements (Unaudited) (Continued)

June 30, 2008

2. Summary of Significant Accounting Policies (continued)

Investments valued internally by the Investment Manager are limited to 5% of the Total Capitalization of the Partnership, as defined in the Senior Facility. Generally, to increase objectivity in valuing the Partnership’s assets, the Investment Manager will utilize external measures of value, such as public markets or third-party transactions, whenever possible. The Investment Manager’s valuation is not based on long-term work-out value, immediate liquidation value, nor incremental value for potential changes that may take place in the future. The values assigned to investments that are valued by the Investment Manager are based on available information and do not necessarily represent amounts that might ultimately be realized, as these amounts depend on future circumstances and cannot reasonably bedetermined until the individual investments are actually liquidated.

Statement of Financial Accounting Standards No. 157, Fair Value Measurements (“FAS 157”), establishes a hierarchy that prioritizes the inputs used to measure fair value. The level category in which an investment falls is based on the lowest level input that is significant to the valuation of the investment in its entirety. At June 30, 2008, the investments of the Partnership were categorized as follows:

Level	Basis for Determining Fair Value	Aggregate Value
1	Quoted prices in active markets for identical assets	$ 65,869,758
2	Other observable market inputs*	952,411,973
3	Independent third-party pricing sources that employ significant unobservable inputs	62,655,129
3	Internal valuations with significant unobservable inputs	4,752,128

* E.g. quoted prices in inactive markets or quotes for comparable securities

Changes in investments categorized as Level 3 during the six months ended June 30, 2008 were as follows:

	Independent Third Party Valuation			Investment Manager Valuation
Beginning balance	$	65,950,305		$	10,216,550
Net realized and unrealized gains (losses)		(3,664,932	)		2,141,069
Net acquisitions and dispositions		369,756			(7,605,491	)
Net transfers in/out of category		-			-
Ending balance	$	62,655,129		$	4,752,128
Net change in unrealized gains (losses) during the period on investments still held at period end (included in net realized and unrealized gains/losses, above)	$	(3,664,932	)	$	2,141,069

15

Tennenbaum Opportunities Partners V, LP

(A Delaware Limited Partnership)

Notes to Financial Statements (Unaudited) (Continued)

June 30, 2008

2. Summary of Significant Accounting Policies (continued)

Investment Transactions

The Partnership records investment transactions on the trade date, except for private transactions that have conditions to closing, which are recorded on the closing date. The cost of investments purchased is based upon the purchase price plus those professional fees which are specifically identifiable to the investment transaction. Realized gains and losses on investments are recorded based on the specific identification method, which typically allocates the highest cost inventory to the basis of investments sold.

Cash and Cash Equivalents

Cash consists of amounts held in accounts with brokerage firms and the custodian bank. Cash equivalents consist of highly liquid investments with an original maturity of three months or less. For purposes of reporting cash flows, cash consists of the cash held with brokerage firms and the custodian bank, and cash equivalents maturing within 90 days.

Repurchase Agreements

In connection with transactions in repurchase agreements, it is the Partnership’s policy that its custodian take possession of the underlying collateral securities, the fair value of which is required to exceed the principal amount of the repurchase transaction, including accrued interest, at all times. If the seller defaults, and the fair value of the collateral declines, realization of the collateral by the Partnership may be delayed or limited.

Investments in Restricted Securities

The Partnership may invest in securities that are subject to legal or contractual restrictions on resale. These securities generally may be resold to institutional investors in transactions exempt from registration or to the public if the securities are registered. Disposal of these securities may involve time-consuming negotiations and additional expense, and prompt sale at an acceptable price may be difficult. Information regarding restricted securities is included at the end of the Statement of Investments. Restricted securities, including any restricted investments in affiliates, are valued in accordance with the investment valuation policies discussed above.

Investments in Foreign Securities

The Partnership may invest in securities traded in foreign countries and denominated in foreign currencies. At June 30, 2008, the Partnership had foreign currency denominated investments with an aggregate market value of approximately 9.80% of the Partnership’s total cash and investments. Such positions were converted at the closing rate in effect at June 30, 2008 and reported in U.S.

16

Tennenbaum Opportunities Partners V, LP

(A Delaware Limited Partnership)

Notes to Financial Statements (Unaudited) (Continued)

June 30, 2008

2. Summary of Significant Accounting Policies (continued)

dollars.  Purchases and sales of investment securities and income and expense items denominated in foreign currencies, when they occur, are translated into U.S dollars on the respective dates of such transactions.  As such, foreign security positions and transactions are susceptible to foreign currency as well as overall market risk. The Partnership reports that portion of the results of operations resulting from foreign exchange rates on investments separately from the gains or losses arising from changes in market prices of investments held. During the six months ended June 30, 2008, such fluctuations from foreign exchange rates were largely offset by fluctuations in the value of foreign currency advances under the Partnership’s credit facility.

Securities of foreign companies and foreign governments may involve special additional risks and considerations not typically associated with investing in U.S. companies and securities of the U.S. government. These risks include, among other things, revaluation of currencies, less reliable information about issuers, different securities transactions clearance and settlement practices, and potential future adverse political and economic developments. Moreover, securities of some foreign companies and foreign governments and their markets may be less liquid and their prices more volatile than those of securities of comparable U.S. companies and the U.S. government.

Derivatives

In order to mitigate certain interest rate risks, the Partnership has entered into certain interest rate swaps and eurodollar futures contracts. All derivatives are recognized as either assets or liabilities in the statement of assets and liabilities. The transactions entered into are accounted for using the mark-to-market method with the resulting change in fair value recognized in earnings for the current period.

Valuations of futures contracts and interest rate swaps at June 30, 2008 were determined as follows:

Level	Basis for Determining Fair Value	Aggregate Value
1	Quoted prices in active markets for identical instruments	$ (1,106,063)
2	Other observable market inputs	(7,632,424)

Debt Issuance Costs

Costs of $8,501,709 were incurred in connection with placing the Partnership’s Senior Facility. These costs are being deferred and are amortized on a straight-line basis over eight years, the estimated life of the Senior Facility. The impact of utilizing the straight-line amortization method versus the effective-interest method is not expected to be material to the Partnership’s operations.

17

Tennenbaum Opportunities Partners V, LP

(A Delaware Limited Partnership)

Notes to Financial Statements (Unaudited) (Continued)

June 30, 2008

2. Summary of Significant Accounting Policies (continued)

Organization Costs

Organization costs of $0.18 million were incurred in connection with the formation of the Partnership; $0.16 million were expensed to operations in 2006 and $0.02 million were expensed to operations in 2007.

Purchase Discounts

The majority of the Partnership’s high yield and distressed debt securities are purchased at aconsiderable discount to par as a result of the underlying credit risks and financial results of the issuer and due to general market factors that influence the financial markets as a whole. GAAP requires that discounts on corporate (investment grade) bonds, municipal bonds and treasury bonds be amortized using the effective-interest or constant-yield method. The process of accreting the purchase discount of a debt security to par over the holding period results in accounting entries that increase the cost basis of the investment and record a noncash income accrual to the statement of operations. The Partnership considers it prudent to follow GAAP guidance that requires the Investment Manager to consider the collectibility of interest when making accruals. AICPA Statement of Position 93-1 discusses financial accounting and reporting for high yield debt securities and notes for which, because of the credit risks associated with high yield and distressed debt securities, income recognition must be carefully considered and constantly evaluated for collectibility.

Accordingly, when accounting for purchase discounts, management recognizes discount accretion income when it is probable that such amounts will be collected and when such amounts can be estimated. A reclassification entry is recorded to reflect purchase discounts on all realized investments. For income tax purposes, the economic gain resulting from the sale of debt securities purchased at a discount is allocated between interest income and realized gains.

Distributions to the Common Limited Partner

Distributions to the Common Limited Partner are recorded on the ex-dividend date. The amount to be paid out as a distribution is determined by the General Partner, which has provided the Investment Manager with criteria for such distributions, and is generally based upon the Common Limited Partner’s estimated taxable earnings from its interest in the Partnership. Net realized capital gains are distributed at least annually. The Partnership has distributed $14,563,371 to the Common Limited Partner since inception.

Income Taxes

The Partnership’s income or loss is reported in the partners’ income tax returns. Consequently, no income taxes are paid at the Partnership level or reflected in the Partnership’s financial statements.

18

Tennenbaum Opportunities Partners V, LP

(A Delaware Limited Partnership)

Notes to Financial Statements (Unaudited) (Continued)

June 30, 2008

2. Summary of Significant Accounting Policies (continued)

The tax returns, the qualification of the Partnership, and the amount of allocable Partnership income or loss are subject to examination by federal and state taxing authorities for all tax years since inception. No such examinations are currently pending.

Cost and unrealized appreciation (depreciation) for U.S. federal income tax purposes of the investments of the Partnership at June 30, 2008 were as follows:

Unrealized appreciation	$	15,409,498
Unrealized depreciation		(97,448,419	)
Net unrealized depreciation		(82,038,921	)
Cost	$	1,160,095,486

Use of Estimates

The preparation of the financial statements requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and 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. Although management believes these estimates and assumptions to be reasonable and accurate, actual results could differ from those estimates.

Recent Accounting Pronouncements

On January 1, 2008, the Partnership adopted Statement of Financial Accounting Standards No. 157, Fair Value Measurements (“FAS 157”), which defines fair value, establishes a framework for measuring fair value in generally accepted accounting principles, and expands disclosures about fair value measurements. The adoption of FAS 157 did not have a material impact on the Partnership’s financial statements.

3. Allocations and Distributions

As set forth in the Partnership Agreement, distributions made to the Common Limited Partner and the General Partner with respect to any accounting period out of total cumulative investment return are determined as follows:

a)     First, 100% to the Common Limited Partner until the amount distributed to the Common Limited Partner, together with amounts previously distributed to the Common Limited Partner, equals an 8% annual weighted-average return on undistributed called capital attributable to the Common Limited Interests (the “Hurdle”);

19

Tennenbaum Opportunities Partners V, LP

(A Delaware Limited Partnership)

Notes to Financial Statements (Unaudited) (Continued)

June 30, 2008

3. Allocations and Distributions (continued)

b)   Second, 100% to the General Partner until the cumulative amount of such distribution equals 25% of all amounts previously distributed to the Common Limited Partner pursuant to clause (a) above (the “Catch-up Amount”); and

c)   All remaining amounts: (i) 80% to the Common Limited Partner and (ii) 20% to the General Partner.

The timing of distributions is determined by the General Partner, which has provided the Investment Manager with certain criteria for such distributions. For purposes of determining whether the Hurdle has been exceeded and whether the General Partner has received the Catch-up Amount, the performance of the Partnership includes the performance of the Common Limited Partner for the periods prior to the inception of the Partnership.

Net investment income or loss, realized gain or loss on investments, and appreciation or depreciation on investments for the period is allocated to the Common Limited Partner and the General Partner in a manner consistent with that used to determine distributions. As of June 30, 2008, the Partnership’s cumulative annualized return did not exceed the Hurdle; accordingly, no allocation to the General Partner was made.

4. Management Fees and Other Expenses

Pursuant to the advisory agreement, the Investment Manager is entitled to receive an annual management and advisory fee, payable monthly in arrears, equal to 1.50% of the sum of the Common Limited Interest commitments (reduced after the ramp-up period by returns of contributed capital) and the Preferred Limited Interests and debt potentially issuable in respect of such Common Limited Interest commitments, subject to reduction by the amount of the Senior Facility commitment when the Senior Facility is no longer outstanding and the amount of the Preferred Limited Interests when less than $1 million in liquidation preference of Preferred Limited Interests remains outstanding. For purposes of computing the management fee, total committed capital at June 30, 2008 was $2.21 billion, consisting of $1.105 billion of capital committed by the Common Limited Partner, $369 million of Preferred Limited Interests and $736 million of debt. In addition, the General Partner is entitled to an allocation as discussed in Note 3, above. As compensation for its services, the Co-Manager receives a portion of the management fees paid to the Investment Manager. The Co-Manager also receives a portion of any allocation paid to the General Partner.

Pursuant to the advisory agreement, the Investment Manager is entitled to receive an annual management and advisory fee, payable monthly in arrears, equal to 1.50% of the sum of the Common Limited Interest commitments (reduced after the ramp-up period by returns of contributed capital) and the Preferred Limited Interests and debt potentially issuable in respect of such Common Limited Interest commitments, subject to reduction by the amount of the Senior Facility commitment

20

Tennenbaum Opportunities Partners V, LP

(A Delaware Limited Partnership)

Notes to Financial Statements (Unaudited) (Continued)

June 30, 2008

4. Management Fees and Other Expenses (continued)

when the Senior Facility is no longer outstanding and the amount of the Preferred Limited Interests when less than $1 million in liquidation preference of Preferred Limited Interests remains outstanding. For purposes of computing the management fee, total committed capital at June 30, 2008 was $2.21 billion, consisting of $1.105 billion of capital committed by the Common Limited Partner, $369 million of Preferred Limited Interests and $736 million of debt. In addition, the General Partner is entitled to an allocation as discussed in Note 3, above. As compensation for its services, the Co-Manager receives a portion of the management fees paid to the Investment Manager. The Co-Manager also receives a portion of any allocation paid to the General Partner.

The Partnership pays all expenses incurred in connection with the business of the Partnership, including fees and expenses of outside contracted services, such as custodian, administrative, legal, audit and tax preparation fees, costs of valuing investments, insurance costs, brokers’ and finders’ fees relating to investments, and any other transaction costs associated with the purchase and sale of investments of the Partnership.

5. Senior Secured Revolving Credit Facility

The Partnership has entered into a credit agreement with certain lenders, which provides for a senior secured revolving credit facility (the “Senior Facility”) pursuant to which amounts may be drawn up to $736 million. The Senior Facility matures December 15, 2014, subject to extension by the lenders at the request of the Partnership for one 364-day period.

Advances under the Senior Facility bear interest at LIBOR or EURIBOR plus 0.35% per annum, except in the case of loans from CP Conduits, which bear interest at the higher of (i) LIBOR or EURIBOR (as applicable) plus 0.35% or (ii) the CP Conduit’s cost of funds plus 0.35%, subject to certain limitations. Short-term advances under the swingline facility bear interest at the LIBOR Market Index Rate plus 0.35% per annum or the main refinancing rate as set by the European Central Bank for such period, plus 0.85% per annum. In addition to amounts due on outstanding debt, the Senior Facility accrues commitment fees of 0.15% per annum on the unused portion of the Senior Facility, or 0.20% per annum when less than $147,200,000 in borrowings are outstanding.

Foreign currency advances are reported in US dollars using the closing rate in effect on the date of valuation. At June 30, 2008, outstanding borrowings included €68,000,000 (US $107,134,000), and interest payable included €9,099 (US $14,335).

6. Commitments, Concentration of Credit Risk and Off-Balance Sheet Risk

The Partnership conducts business with brokers and dealers that are primarily headquartered in New York and Los Angeles and are members of the major securities exchanges. Banking activities are conducted with a firm headquartered in the New York area.

21

Tennenbaum Opportunities Partners V, LP

(A Delaware Limited Partnership)

Notes to Financial Statements (Unaudited) (Continued)

June 30, 2008

6. Commitments, Concentration of Credit Risk and Off-Balance Sheet Risk (continued)

In the normal course of business, the Partnership’s securities activities involve executions, settlement and financing of various securities transactions resulting in receivables from, and payables to, brokers, dealers and the Partnership’s custodian. These activities may expose the Partnership to risk in the event such parties are unable to fulfill contractual obligations. Management does not anticipate any losses from counterparties with whom it conducts business.

Consistent with standard business practice, the Partnership enters into contracts that contain a variety of indemnifications. The Partnership’s maximum exposure under these arrangements is unknown. However, the Partnership expects the risk of loss to be remote.

The Statement of Investments may include certain unfunded or partially funded loan commitments. These commitments are reflected at fair value and may be drawn up to the principal amount shown.

7. Related Parties

From time to time the Partnership advances payments to third parties on behalf of the Common Limited Partner which are reimbursed through deductions from distributions to the Common Limited Partner. The Partnership has also recognized liabilities to third parties for equity placement costs of the Common Limited Partner which will be paid out of contributions by the Common Limited Partner.

22

Tennenbaum Opportunities Partners V, LP

(A Delaware Limited Partnership)

Notes to Financial Statements (Unaudited) (Continued)

June 30, 2008

8. Financial Highlights
					December 15, 2006
	Six Months		Year Ended		(Inception)
	Ended June 30,		December 31,		to December 31,
	2008 (Unaudited)		2007		2006
Period return on invested assets (1), (2)		(2.6%)		(3.3%)		0.5%
Gross return to common limited partner (1)		(6.7%)		(18.7%)		(0.4%)
Less: General Partner allocation (1)		0.0%		0.0%		0.0%
Period return to common limited partner (1), (3)		(6.7%)		(18.7%)		(0.4%)
Ratios and Supplemental Data:
Ending net assets attributable to common limited partner	$	648,303,117	$	695,176,734	$	145,014,518
Net investment income (loss) / average common limited partner interest (4), (5)		6.9%		0.3%		(14.4%)
Expenses and General Partner allocation/average common limited partner equity
Operating expenses (4), (5)		7.7%		11.5%		37.4%
General Partner allocation (1)		0.0%		0.0%		0.0%
Total expenses and General Partner allocation		7.7%		11.5%		37.4%
Portfolio turnover rate (1)		15.1%		42.7%		3.7%
Weighted-average debt outstanding	$	353,454,271	$	125,714,977	$	20,764,706
Weighted-average interest rate		4.0%		5.5%		5.7%
Annualized Inception to Date Performance Data as of June 30 2008:
Return on common limited partner interest (3)		(16.6%)
Return on invested assets (2)		(3.5%)
Internal rate of return (6)		(16.2%)

⁽¹⁾ Not annualized for periods of less than one year.

⁽²⁾ Return on invested assets is a time-weighted, geometrically linked rate of return and excludes cash and cash equivalents.

⁽³⁾    Returns (net of dividends to preferred limited partners, allocation to the General Partner, and partnership expenses, including financing costs and management fees) are calculated on a monthly geometrically linked, time-weighted basis.

⁽⁴⁾    Annualized for periods of less than one year.

⁽⁵⁾    These ratios include interest expense but do not reflect the effect of dividend payments to preferred interestholders. The ratio of expenses to average common limited equity is higher in earlier periods, and net investment income to common limited equity assets is reduced, due to the Partnership’s relatively smaller capital base while the Partnership is ramping up.

⁽⁶⁾    Net of dividends to preferred limited partners, allocations to the General Partner and partnership expenses, including financing costs and management fees. Internal rate of return (“IRR”) is the imputed annual return over an investment period and, mathematically, is therate of return at which the discounted cash flows equal the initial cash outlays. The internal rate of return presented assumes liquidation of the partnership at net asset value as of the balance sheet date and is reduced by organizational costs that were expensed at the inception of the Partnership.

23

Tennenbaum Opportunities Partners V, LP

(A Delaware Limited Partnership)

Approval of Investment Management Agreements

(Unaudited)

On April 29, 2008, the Board of Directors of the Partnership, including the “non-interested” Directors (the “Independent Directors”), voted to approve the Investment Management Agreement and Co-Management Agreement (each a “Management Agreement” and collectively, the “Management Agreements”) for an additional one-year term.

In considering whether to recommend re-approval of the Management Agreements, the Independent Directors reviewed materials provided by the Investment Manager, the Co-Manager, fund counsel and independent counsel. The Directors also met with senior personnel of the Investment Manager and discussed a number of topics affecting their determination, including the following.

(i) The nature, extent and quality of services provided by the Investment Manager and Co-Manager. The Independent Directors reviewed the services that the Investment Manager and Co-Manager provide to the Partnership. The Independent Directors noted the comprehensive range of such services and that the Investment Manager had developed reporting, valuation and other procedures that were customized to the specialized nature of the Partnership, and that the Investment Manager had expertise in administering such procedures. In addition, the Independent Directors considered the size, education, background and experience of the Investment Manager’s and Co-Manager’s staff. They also took into consideration the Investment Manager’s and Co-Manager’s quality of service and noted their longevity in the industry. Lastly, the Independent Directors reviewed the Investment Manager’s ability to attract and retain quality and experienced personnel. The Independent Directors concluded that the scope of services expected to be provided by the Investment Manager and Co-Manager to the Partnership and the experience and expertise of the personnel performing such services was consistent with the nature, extent and quality expected of an Investment Manager of an investment vehicle such as the Partnership.

(ii) Investment performance of the Partnership and the Investment Manager. The Independent Directors reviewed the past investment performance of the Partnership and other funds for which the Investment Manager provides investment advisory services, both on an absolute basis and as compared to other funds that had invested in similar investments, as well as general market indices. The Independent Directors discussed the circumstances surrounding the performance of the Partnership as well as actions to be taken and prospects for improved performance in the future. The Independent Directors resolved to continue to closely monitor the performance of the Partnership in the coming year.

(iii) Cost of the services provided and profits realized by the Investment Manager from the relationship with the Partnership. The Independent Directors considered the

24

Tennenbaum Opportunities Partners V, LP

(A Delaware Limited Partnership)

Approval of Investment Management Agreements (Continued)

(Unaudited)

cost of the services provided by the Investment Manager. As part of their analysis, the Independent Directors gave substantial consideration to the compensation payable to the Investment Manager, the terms of which are summarized in the footnotes to the financial statements included in this report. The Independent Directors also noted the types of expenses for which the Partnership or the Investment Manager and Co-Manager are responsible. In reviewing the management compensation, the Independent Directors considered the management fees and operating expense ratios of other registered and non-registered funds managed by the Investment Manager and by other managers that had somewhat comparable investment programs. The Independent Directors also noted that the compensation provisions had been subject to extensive discussion with several of the large institutional investors in the Partnership.

The Independent Directors also reviewed information regarding the profitability to the Investment Manager of its relationship with the Partnership and information on the financial condition of the Investment Manager. The Independent Directors noted that the Investment Manager and Co-Manager and their affiliates did not receive revenues from any other source, such as brokerage commissions or origination fees, in relation to the Partnership. The Independent Directors found that the profits realized by the Investment Manager from its relationship with the Partnership were reasonable and consistent with the Investment Manager’s fiduciary duties. The Independent Directors noted that the Co-Manager was unable to provide the Directors with the information requested on profitability to the Co-Manager of its relationship with the Partnership. The Independent Directors also found that the Investment Manager and Co-Manager each had the financial resources necessary to continue to carry out their respective functions.

The Independent Directors concluded that the management and performance fees for the Investment Manager and Co-Manager were reasonable.

(iv) The extent to which economies of scale would be realized as the Partnership grows and whether fee levels would reflect such economies of scale. In light of the Partnership’s predetermined size and policy of distributing all realized income, the Independent Directors determined that the possibility of economies of scale was not relevant with respect to the current structure of the Partnership and accordingly did not consider whether fee levels would reflect any economies of scale.

In considering the Partnership’s Management Agreements, no single factor was determinative to the decision of the Directors. Rather, after weighing all of the reasons discussed above, the Independent Directors unanimously recommended re-approval of each of the Management Agreements.

25

ITEM 2.CODE OF ETHICS.

Not applicable for filing of Semiannual Reports to Shareholders.

ITEM 3.AUDIT COMMITTEE FINANCIAL EXPERT.

Not applicable for filing of Semiannual Reports to Shareholders.

ITEM 4.PRINCIPAL ACCOUNTANT FEES AND SERVICES.

Not applicable for filing of Semiannual Reports to Shareholders.

ITEM 5.AUDIT COMMITTEE OF LISTED REGISTRANTS.

Not applicable.

ITEM 6.SCHEDULE OF INVESTMENTS

Included in Semiannual Shareholder Report in Item 1.

ITEM 7.DISCLOSURE OF PROXY VOTING POLICIES AND PROCEDURES FOR CLOSED-END MANAGEMENT INVESTMENT COMPANIES.

Not applicable for filing of Semiannual Reports to Shareholders.

ITEM 8.PORTFOLIO MANAGERS OF CLOSED-END MANAGEMENT COMPANIES.

Not applicable for filing of Semiannual Reports to Shareholders.

ITEM 9.PURCHASES OF EQUITY SECURITIES BY CLOSED-END MANAGEMENT INVESTMENT COMPANY AND AFFILIATED PURCHASERS.

None.

ITEM 10.SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.

None.

ITEM 11.CONTROLS AND PROCEDURES.

(a)The Registrant’s Chief Executive Officer and Chief Financial Officer have evaluated the Registrant’s disclosure controls and procedures within 90 days of this filing and have concluded that the Registrant’s disclosure controls and procedures were effective, as of that date, in ensuring that information required to be disclosed by the Registrant in this Form N-CSR was recorded, processed, summarized, and reported in a timely manner.

(b)None.

ITEM 12.EXHIBITS.

(a)(1) Not applicable for filing of Semiannual Reports to Shareholders.

(a)(2)Certification pursuant to Rule 30a-2(a) under the Investment Company Act of 1940 (17 CFR 270.30a-2(a)) is filed and attached hereto as Exhibit 99.CERT.

(a)(3)Not applicable.

(b)Certification pursuant to Rule 30a-2(b) under the Investment Company Act of 1940 (17 CFR 270.30a-2(b)) is furnished and attached hereto as Exhibit 99.906CERT.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

Tennenbaum Opportunities Partners V, LP

By: /s/ Hugh Steven Wilson

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

Name: Hugh Steven Wilson

Title: Chief Executive Officer

Date: August 29, 2008

Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, 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: /s/ Hugh Steven Wilson

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

Name: Hugh Steven Wilson

Title: Chief Executive Officer

Date: August 29, 2008

By: /s/ Peyman S. Ardestani

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

Name: Peyman S. Ardestani

Title: Chief Financial Officer

Date: August 29, 2008