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Exhibit 5
401 9th Street, N.W.
Washington, DC 20004-2128
(202) 585-8000
Fax: (202) 585-8080
__________, 2004
Boston Capital Associates V L.L.C.
General Partner of Boston
Capital Tax Credit Fund V L.P.
One Boston Place
Suite 2100
Boston, MA 02108-4406
Re: Boston Capital Tax Credit Fund V L.P. Series 49 and Series 50
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Gentlemen:
You have requested our opinion with respect to certain matters in
connection with Boston Capital Tax Credit Fund V L.P., a Delaware limited
partnership (the "Partnership").
We have acted as counsel to the Partnership, to Boston Capital Associates V
L.L.C.., a Delaware limited liability company which is the general partner of
the Partnership (the "General Partner"); and to BCTC V Assignor Corp., the
assignor limited partner of the Partnership (the "Assignor Limited Partner"), in
connection with the registration by the Partnership under the Securities Act of
1933, as amended, of 8,500,000 units of beneficial interests in the Limited
Partnership Interest of the Assignor Limited Partner in Series 49 and Series 50
(the "Units").
In this regard, we have reviewed Registration Statement No. 333-________
(the "Registration Statement") and the Prospectus (the "Prospectus")
constituting a part thereof filed with the Securities and Exchange Commission
(the "Commission").
The Partnership has issued a Limited Partnership Interest to the Assignor
Limited Partner, which will assign Units thereof to certain investors
("Assignees"). Under certain circumstances described in the Registration
Statement, Units may be held directly by investors as Limited Partners. The
Assignees and such Limited Partners are collectively referred to as "Investors."
This opinion is applicable to Units held under either form of ownership.
We have reviewed the Partnership's Certificate of Limited Partnership (the
"Certificate"), dated as of October 15, 2003 and filed for recording on October
15, 2003 in the office of the Secretary of State of Delaware, which formed the
Partnership and admitted the General Partner to the Partnership and the
Partnership's Agreement of
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Limited Partnership (the "Partnership Agreement") dated as of October 15, 2003.
The Partnership Agreement states in full all of the terms and conditions of the
agreement among the General Partner, the Limited Partners (including the
Assignor Limited Partner) and the Assignees.
We have examined the Delaware Revised Uniform Limited Partnership Act, the
relevant provisions of the federal securities laws and the applicable
regulations and other administrative and judicial interpretations thereof, and
other federal laws and regulations as we have deemed necessary or appropriate.
Based solely on the foregoing, it is our opinion that:
When the aforesaid public offering is completed and the Units are
issued and sold in the manner contemplated by the Registration Statement,
the Units will be validly authorized and legally issued. When all Capital
Contributions in respect of each Unit thus issued have been made in
accordance with the terms of the Partnership Agreement and as described in
the Registration Statement, when the Partnership Agreement has been
appropriately amended to reflect the sale and issuance of such Units and
when the Partnership Agreement and such amendments thereto have been duly
and properly executed, if and to the extent necessary, such Units will be
fully paid and non-assessable. However, if any Partner or Assignee has
received the return of any part of his Capital Contribution without
violation of the Partnership Agreement or the Delaware Revised Uniform
Limited Partnership Act, he is liable to the Partnership for a period of
one year thereafter for the amount of the returned Capital Contribution,
but only to the extent necessary to discharge the Partnership's liabilities
to creditors who extended credit to the Partnership during the period the
Capital Contribution was held by the Partnership; and if a Partner or
Assignee has received the return of any part of his Capital Contribution in
violation of the Partnership Agreement or the Delaware Revised Uniform
Limited Partnership Act, he is liable to the Partnership for a period of
six years thereafter for the amount of the Capital Contribution wrongfully
returned.
The opinion set forth above represents our conclusion as to the application
of the existing laws of Delaware and federal laws to the instant matter, and we
can give no assurance that changes in such laws, or in the interpretation
thereof, will not affect the opinion expressed by us. Moreover, there can be no
assurance that a court considering the issues would not hold contrary to such
opinion. Further, the opinion set forth represents our conclusions based upon
the documents reviewed by us and the facts presented to us. Any material
amendments to such documents or changes in any significant fact could affect the
opinion expressed herein.
Our opinion is further qualified to the extent that the validity of any
provision of any agreement or the rights of Partners or Assignees may be subject
to or affected by
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applicable bankruptcy, insolvency, reorganization, moratorium or similar laws
affecting the rights of creditors generally. Further, we do not express any
opinion as to the availability of any equitable or specific remedy upon any
breach of any of the covenants, warranties or other provisions contained in any
of such agreements.
We hereby consent to the use of this opinion as an exhibit to the
Registration Statement and to the reference to this firm in the Registration
Statement under the caption "Experts".
Very truly yours,
NIXON PEABODY LLP