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SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K

(Mark One)

For the fiscal year ended December 31, 2002 or

For the transition period from                                                               to                                                              

Commission file number 0-21580

WELLS REAL ESTATE FUND V, L. P.

(Exact name of registrant as specified in its charter)

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

CLASS A UNIT

(Title of Class)

CLASS B UNIT

(Title of Class)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15 (d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

Yes x No ¨

Aggregate market value of the voting stock held by non-affiliates: Not Applicable

PART I

ITEM 1.    BUSINESS

General

Wells Real Estate Fund V, L.P. (“the Partnership”) is a Georgia public limited partnership with Leo F. Wells, III and Wells Partners, L.P. (“Wells Partners”), a Georgia non-public limited partnership, serving as the General Partners. The Partnership was formed on October 25, 1990, for the purpose of acquiring, developing, owning, operating, improving, leasing, and otherwise managing income producing properties for investment purposes. The Partnership has two classes of limited partnership interests, Class A and Class B units. Class B limited partners shall have a one-time right to elect to have all of their units treated as Class A units. Limited partners may vote to, among other things, (a) amend the partnership agreement, subject to certain limitations, (b) change the business purpose or investment or investment objectives of the Partnership, and (c) remove a general partner. A majority vote on any of the above-described matters will bind the Partnership, without the concurrence of the general partners. Each limited partner unit has equal voting rights, regardless of class.

On March 6, 1992, the Partnership commenced an offering of up to $25,000,000 of Class A or Class B limited partnership units ($10.00 per unit) pursuant to a Registration Statement filed on Form S-11 under the Securities Act of 1933. The Partnership did not commence active operations until it received and accepted subscriptions for a minimum of 125,000 units on April 27, 1992. The offering was terminated on March 3, 1993, at which time the Partnership had sold 1,520,967 Class A units and 179,635 Class B units representing capital contributions of $17,006,020 from investors who were admitted to the Partnership as limited partners.

Employees

The Partnership has no direct employees. The employees of Wells Capital, Inc., the general partner of Wells Partners and Wells Management Company, Inc., an affiliate of the General Partners, perform a full range of real estate services including leasing and property management, accounting, asset management and investor relations for the Partnership. See Item 11—“Compensation of General Partners and Affiliates” for a summary of the fees paid to the General Partners and their affiliates during the fiscal year ended December 31, 2002.

Insurance

Wells Management Company, Inc. carries comprehensive liability and extended coverage with respect to all the properties owned by the Partnership through its investments in joint ventures. In the opinion of management of the registrant, all such properties are adequately insured.

Competition

The Partnership will experience competition for tenants from owners and managers of competing projects which may include the General Partners and their affiliates. As a result, the Partnership may be required to provide free rent, reduced charges for tenant improvements and other inducements, all of which may have an adverse impact on results of operations. At the time the Partnership elects to dispose of its properties, the Partnership will also be in competition with sellers of similar properties to locate suitable purchasers for its properties.

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ITEM 2.     PROPERTIES

As of December 31, 2002, the Partnership owned the following interests in properties through following joint ventures between the Partnership and affiliated limited partnerships.

Each of the foregoing properties was acquired on an all cash basis. The Partnership does not have control over the operations of the joint ventures; however, it does exercise significant influence. Accordingly, investments in joint ventures are recorded using the equity method.

As of December 31, 2002, the lease expirations scheduled during each of the following ten years for all properties which the Partnership owned an interest through investments in joint ventures, assuming no exercise of renewal options or termination rights, are summarized below:

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The joint ventures and properties in which the Partnership owns an interest as of December 31, 2002 are described below:

Fund IV—V Associates

On April 14, 1992, the Partnership and Wells Real Estate Fund IV, L.P. (“Wells Fund IV”), a Georgia public limited partnership affiliated with the Partnership through common general partners, entered into a joint venture agreement known as Fund IV -V Associates. The investment objectives of Wells Fund IV are substantially identical to those of the Partnership. As of December 31, 2002, Wells Fund IV and the Partnership had contributed approximately $4,837,041 and $8,032,509 for equity interests of 38% and 62% in Fund IV-V Associates, respectively.

The Partnership owns interests in the following two properties through its investment in Fund IV -V Associates:

IBM Jacksonville Building

On June 8, 1992, Fund IV- V Associates acquired 5.676 acres of real property located in Jacksonville, Florida at a purchase price of $1,360,000 for the purpose of developing, constructing, and operating a four-story office building containing approximately 87,600 square feet (the “IBM Jacksonville Building”). As of December 31, 2002, the Partnership contributed $3,479,750 and Wells Fund V contributed $5,000,116 to Fund IV- V Associates to fund the acquisition and development of the IBM Jacksonville Building.

The IBM Jacksonville Building is leased primarily by International Business Machines Corporation (“IBM”), a computer sales and service corporation. The initial term of the IBM lease for 62,406 square feet is 9 years and 11 months and commenced upon completion of the building in June 1993, with an option to extend the initial lease for two consecutive five-year periods. The annual base rent payable under the IBM lease during the initial term is $1,122,478. IBM is also required to pay additional rent equal to its share of operating expenses during the lease term.

The IBM lease will expire on April 30, 2003. IBM has informed Fund IV-V Associates that it will not exercise the first option to extend the lease term at that time. Annual revenues are estimated to be reduced by approximately $1,275,000 when this space becomes vacant on April 30, 2003. Management is actively marketing the property to prospective tenants. In connection therewith, management has undertaken a renovation project for the common areas, including the lobbies and corridors, in an effort to make the building attractive to prospective tenants.

The average effective annual rental per square foot at the Jacksonville Building was $12.72 for 2002, $17.49 for 2001, $16.46 for 2000, $16.80 for 1999, and $16.69 for 1998.

Village Overlook Property

On September 14, 1992, Fund IV- V Associates acquired 2.655 acres of real property in Stockbridge, Georgia for $440,000 for the purpose of constructing two substantially identical two-story office buildings containing approximately 17,847 rentable square feet each (the “Village Overlook Property”). As of December 31, 2002, the Partnership had contributed

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$3,032,393 and Wells Fund IV had contributed $1,357,291 to Fund IV- V Associates for the acquisition and development of the Village Overlook Property.

The average effective annual rental per square foot was $18.86 for 2002, $16.51 for 2001, $15.90 for 2000, $12.75 for 1999, and $13.46 for 1998.

Fund V—VI Associates

On December 27, 1993, The Partnership and Wells Real Estate Fund VI, L.P. (“Wells Fund VI”), a Georgia public limited partnership affiliated with the Partnership through common general partners, entered into a joint venture agreement (Fund V—VI Associates). The investment objectives of Wells Fund VI are substantially identical to those of the Partnership. As of December 31, 2002, the Partnership and Wells Fund VI had contributed $4,544,601 and $5,329,541 to Fund V—VI Associates for equity interests of approximately 46% and 54%, respectively.

The Partnership owns interests in the following two properties through its investment in Fund V -VI Associates:

The Hartford Building

On December 29, 1993, Fund V -VI Associates purchased the Hartford Building, a four-story office building containing approximately 71,000 rentable square feet, from Hartford Accident and Indemnity Company for a purchase price $6,900,000. The Hartford Building is located on 5.56 acres of land in Southington, Hartford County, Connecticut. The funds used by Fund V—VI Associates to acquire the Hartford Building were derived from capital contributions made by the Partnership and Wells Fund VI totaling $3,508,797 and $3,432,707.

The entire building is leased to Hartford Fire Insurance Company (“Hartford”) for a period of nine years and eleven months commencing December 29, 1993. In December 2002, Hartford exercised its option to extend the initial term of the lease for ten years. The annual base rent during the extended lease period is $741,950 for the first year with periodic rent increases during the remaining life of the lease. Under the terms of the lease renewal, Hartford is entitled to a $355,000 allowance for tenant improvements during the first five years of the lease term. Hartford is responsible for property taxes, operating expenses, and general repair and maintenance work. Hartford has the option to renew this lease for two additional five year periods.

The average effective annual rental per square foot was $10.16 for 2002 and $10.11 for 2001, 2000, 1999, and 1998.

Stockbridge Village II

On November 12, 1993, Wells Fund V purchased 2.46 acres of real property located in Clayton County, Georgia for $1,022,634. On July 1, 1994, Wells Fund V contributed this land as capital contribution to Fund V-VI Associates. Construction of a 5,400 square foot retail building was completed in November 1994. A second retail building containing approximately 10,423 square feet was completed in June 1995. The total construction cost of the second building in Stockbridge Village II was approximately $2,933,000. As of December 31, 2002, the Partnership had contributed $1,896,834, and Wells Fund V contributed $1,035,804 to Fund V-VI Associates for the acquisition and development of Stockbridge Village II.

The entire first building (approximately 36% of the property) is leased by Apple Restaurants, Inc. for a term of nine years and eleven months commencing in December 1994 and expiring in

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November 2003. The annual base rent under the lease was $125,982 until December 15, 1999, at which time the annual base rent increased to $137,700. Management will actively pursue prospective replacement tenants during 2003.

The average effective annual rental rate per square foot at Stockbridge Village II was $18.91 for 2002, $17.23 for 2001, $19.70 for 2000, $19.66 for 1999, and $14.90 for 1998.

Fund V—VI—VII Associates

On September 8, 1994, the Partnership, Wells Fund VI and Wells Real Estate Fund VII, L. P. (“Wells Fund VII”), Georgia public limited partnerships affiliated with the Partnership through common general partners, entered into a joint venture agreement (Fund V-VI-VII Associates). The investment objectives of Wells Fund VII are substantially identical to those of the Partnership. As of December 31, 2002, the Partnership held an equity interest of approximately 16% in the following property through its investment in Fund V-VI-VII Associates:

Marathon Building

On September 16, 1994, Fund V-VI-VII Associates purchased the Marathon Building, a three-story office building containing approximately 76,000 rentable square feet on approximately 6.2 acres of land in Appleton, Wisconsin, for a $8,746,598, including closing and acquisition costs of approximately $497,000. The funds used by Fund V-VI-VII Associates to acquire the Marathon Building were derived from capital contributions made by the Partnership, Wells Fund VI and Wells Fund VII totaling $1,337,505, $3,470,958 and $3,470,958, respectively.

The entire Marathon Building is leased to Jaakko Poyry Fluor Daniel for a period of twelve years, three and one-half months, with options to renew the lease for two additional five-year periods. The current annual base rent is $990,000. The current lease expires on December 31, 2006.

The average effective annual rental rate per square foot at the Marathon Building was $12.79 for 2002 and $12.78 for 2001, 2000, 1999 and 1998.

ITEM 3.    LEGAL PROCEEDINGS

There were no material pending legal proceedings or proceedings known to be contemplated by governmental authorities involving the Partnership during the fourth quarter of 2002.

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

No matters were submitted to a vote of the Limited Partners during the fourth quarter of 2002.

(THE REMAINDER OF THIS PAGE IS INTENTIONALLY LEFT BLANK)

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PART II

ITEM 5.    MARKET FOR PARTNERSHIP’S UNITS AND RELATED SECURITY HOLDER MATTERS

As of February 28, 2003, the Partnership had 1,566,416 outstanding Class A Units held by a total of 1,606 Limited Partners and 134,186 outstanding Class B Units held by a total of 79 Limited Partners. The capital contribution per unit is $10.00. There is no established public trading market for the Partnership’s limited partnership units, and it is not anticipated that a public trading market for the units will develop. Under the Partnership Agreement, the General Partners have the right to prohibit transfers of units.

Because fiduciaries of retirement plans subject to ERISA are required to determine the value of the assets of such retirement plans on an annual basis, the General Partners are required under the Partnership Agreement to report estimated Unit values to the Limited Partners each year in the Partnership’s annual Form 10-K. The methodology to be utilized for determining such estimated Unit values under the Partnership Agreement requires the General Partners to estimate the amount a Unit holder would receive if the Partnership’s properties were sold at their estimated fair market values as of the end of the Partnership’s fiscal year and the proceeds therefrom (without reduction for selling expenses) were distributed to the Limited Partners in liquidation of the Partnership. Utilizing this methodology, the General Partners have estimated Unit valuations, based upon their estimates of property values as of December 31, 2002, to be approximately $8.54 per Class A Unit and $8.54 per Class B Unit, based upon market conditions existing in early December 2002. In connection with these estimated valuations, the General Partners obtained an opinion from David L. Beal Company, an independent MAI appraiser, to the effect that such estimates of value were reasonable; however, due to the inordinate expense involved in obtaining appraisals for all of the Partnership’s properties, no actual appraisals were obtained. Accordingly, these estimates should not be viewed as an accurate reflection of the values of the Limited Partners’ Units, what a Limited Partner might be able to sell his Units for, or the fair market value of the Partnership’s properties, nor do they represent the amount of net proceeds Limited Partners would receive if the Partnership’s properties were sold and the proceeds distributed in a liquidation of the Partnership. The valuations performed by the General Partners are estimates only, and are based a number of assumptions which may not be accurate or complete. In addition, property values are subject to change and could decline in the future. Further, as set forth above, no appraisals have or will be obtained. For these reasons, the estimated Unit valuations set forth above should not be used by or relied upon by investors, other than fiduciaries of retirement plans for limited ERISA reporting purposes, as any indication of the fair market value of their Units.

Cash available for distribution to the Limited Partners is distributed on a quarterly basis unless Limited Partners select to have their cash distributions paid monthly. Under the Partnership Agreement, distributions are allocated first to the Limited Partners holding Class A Units until they have received cash distributions in each fiscal year of the Partnership equal to 10% of their adjusted capital contribution. After this preference is satisfied, the General Partners will receive an amount of Net Cash from Operations equal to one-tenth of the total amount of Net Cash from Operations distributed. Net Cash from Operations, as defined in the Partnership Agreement to mean cash flow, less adequate cash reserves for other obligations of the Partnership for which there is no provision. Class A Units are not initially allocated the depreciation, amortization, cost recovery and interest expense. These items are allocated to Class B Unit holders until their capital account balances have been reduced to zero. Therefore, the Limited Partners holding Class A Units will receive 90% of Net Cash from Operations, and the General Partners will receive 10%. No Net Cash from Operations will be distributed to Limited

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Partners holding Class B Units. Cash distributions made to the Limited Partners holding Class A Units for the two most recent fiscal years were as follows:

The fourth quarter distribution was accrued for accounting purposes in 2002 and was paid to the limited partners holding Class A units in February 2003.

ITEM 6.    SELECTED FINANCIAL DATA

The following sets forth a summary of the selected financial data as of and for the fiscal years ended December 31, 2002, 2001, 2000, 1999, and 1998.

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ITEM 7.  MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITIONS AND RESULTS OF OPERATION

(a)  Forward Looking Statements

This report contains forward-looking statements, within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934, including discussion and analysis of the financial condition of the Partnership, anticipated capital expenditures required to complete certain projects, amounts of cash distributions anticipated to be distributed to limited partners in the future and certain other matters. Readers of this Report should be aware that there are various factors that may cause actual results to differ materially from any forward-looking statements made in this report including lease-up risks, inability to obtain new tenants upon expiration of existing leases, and the potential need to fund tenant improvements, leasing commissions or other capital expenditures or lease-up costs out of operating cash flow.

(b)  Results of Operations

Gross Revenues

Gross revenues of the Partnership were $520,875, $711,789 and $689,029 for 2002, 2001 and 2000, respectively. The 2002 decrease from 2001 and the 2001 increase from 2000 resulted from the corresponding fluctuations in equity in income of joint ventures described below.

Equity in Income of Joint Ventures – Operations

Gross Revenues of Joint Ventures

Gross revenues of the joint ventures in which the partnership holds an interest decreased in 2002, as compared to 2001, primarily due to a decrease in occupancy of the IBM Jacksonville Building. Such gross revenues increased in 2001, as compared to 2000, primarily due to increased rental income and operating cost reimbursements from tenants of the Village Overlook Property and IBM Jacksonville Building, partially offset by a decrease in rental income at Stockbridge Village II.

Expenses of Joint Ventures

The expenses of the joint ventures in which the partnership holds an interest remained relatively stable for 2002, as compared to 2001, and for 2001, as compared to 2000. The 2002 decrease in expenses resulting form the decrease in occupancy of the IBM Jacksonville Building was largely offset by an increase in administrative salaries and HVAC repair costs related to significant upgrades for this building.

Expenses

Expenses of the Partnership were $117,114 for 2002, $82,676 for 2001 and $74,692 for 2000. Expenses increased in 2002 from 2001 primarily as a result of increases in administrative salaries and professional fees, offset by a reduction in other general and administrative costs. Expenses increased in 2001 from 2000 primarily due to an increase in administrative salary expenses.

As a result, net income of the Partnership was $403,761, $629,113, and $614,337 for the years ended December 31, 2002, 2001, and 2000, respectively.