2500 One Liberty Place
1650 Market Street
Philadelphia, PA 19103-7301
215.851.8100
Fax 215.851.1420
August 18, 2003
Commonwealth Income & Growth Fund V
Oaklands Corporate Center
470 John Young Way, Suite 300
Exton, PA 19341
Ladies and Gentlemen:
We have acted as counsel to Commonwealth Income & Growth Fund V, a
Pennsylvania limited partnership (the "Partnership"), in connection with the
preparation of a Registration Statement on Form S-1 (the "Registration
Statement") filed by the Partnership with the Securities and Exchange Commission
under the Securities Act of 1933, as amended, relating to the offer and sale by
the Partnership of up to 1,000,000 Units of limited partnership interest (the
"Units").
In rendering this opinion, we have examined such records, certificates
and other documents that we have deemed necessary or appropriate for purposes of
this opinion. Our opinion is qualified in all respects by the scope of that
document examination. We make no representation as to the sufficiency of our
investigation for your purposes. We have assumed and relied, as to questions of
fact and mixed questions of law and fact, on the truth, completeness,
authenticity and due authorization of all documents and records examined and the
genuineness of all signatures. This opinion is limited to the laws of the
Commonwealth of Pennsylvania.
Based upon and subject to the limitations stated herein, it is our
opinion that the Units which are being offered and sold by the Partnership
pursuant to the Registration Statement, when sold in the manner and for the
consideration contemplated by the Registration Statement, will be legally
issued, fully paid and non-assessable, except that in accordance with the
Pennsylvania Revised Limited Partnership Act, as amended, (i) a Limited Partner
may be required to return to the Partnership amounts previously distributed to
such Limited Partner for a two year period after the distribution to the extent
that the distribution includes a return of the partner's contribution to the
partnership, but only if the distribution is made in violation of the
partnership agreement or the provisions of the Pennsylvania Revised Uniform
Limited Partnership Act and (ii) a Limited Partner who participates in the
control of the business of the Partnership may be liable to persons who transact
business with the Partnership reasonably believing, based upon the conduct of
the Limited Partner, that the Limited Partner is a general partner of the
Partnership.
LONDON o NEW YORK o LOS ANGELES o SAN FRANCISCO o WASHINGTON, D.C. o PHILADELPHIA o PITTSBURGH o OAKLAND o PRINCETON
FALLS CHURCH o WILMINGTON o NEWARK o MIDLANDS, U.K. o CENTURY CITY o RICHMOND o HARRISBURG o LEESBURG o WESTLAKE VILLAGE
r e e d s m i t h . c o m
Commonwealth Income & Growth Fund V Reed Smith
August 18, 2003
Page 2
This opinion is given as of the date hereof. We assume no obligation to
update or supplement this opinion to reflect any facts or circumstances which
may hereafter come to our attention or any changes in laws which may hereafter
occur.
We consent to the filing of this opinion as an exhibit to the
Registration Statement and to the reference to us under the caption "Legal
Matters" in the Prospectus that is a part of the Registration Statement.
Very truly yours,
/s/ Reed Smith LLP
------------------
Reed Smith LLP
MBP/RGD//WSR