BOSTON CAPITAL TAX CREDIT FUND V L.P. DEALER-MANAGER AGREEMENT

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Exhibit 1

BOSTON CAPITAL TAX CREDIT FUND V L.P.

DEALER-MANAGER AGREEMENT

______________ __, 2004

Boston Capital Securities, Inc.

One Boston Place

Suite 2100

Boston, MA 02108-4406

Dear Sirs:

Boston Capital Associates V L.L.C., a Delaware limited liability company

(the "General Partner"), and BCTC V Assignor Corp., a Delaware corporation (the

"Assignor Limited Partner") have organized and will act as the general partner

and the assignor limited partner, respectively, of Boston Capital Tax Credit

Fund V L.P., a Delaware limited partnership, (the "Fund") which was formed to

invest through the acquisition of limited partnership interests in other limited

partnerships (the "Operating Partnerships"), each of which will own and operate

an apartment complex intended for occupancy by individuals and families of low

and moderate income.

Initially, an aggregate of 8,500,000 beneficial assignee certificates

("BACs") representing assignments of limited partnership interests in units of

$10 each (the "BACs") is being offered by the Fund in two series, namely Series

49 and 50. The Fund anticipates offering additional series. Each series will

consist of at least 250,000 BACs. The initial minimum investment in the Fund is

five hundred BACs, or $5,000, except for employees of the General Partner and/or

its Affiliates for whom the initial minimum investment is one hundred BACs, or

$1,000; additional purchases must be made in multiples of one hundred BACs, or

$1,000. The offering of BACs with respect to any series will terminate twelve

months from the effective date of the Fund's registration statement with respect

to that series (the "Registration Statement") unless terminated earlier or

extended by the General Partner (the "Termination Date"), and is subject to the

condition that subscriptions for at least 250,000 BACs be accepted by the

General Partner by the Termination Date for each series. The offering period for

the Fund will commence on the effective date of the Registration Statement. The

offering of each series will not exceed twelve months, or such lesser period as

may be determined by the General Partner, in its sole discretion (a "Series

Offering Period"). Only upon the expiration or termination of one series may the

Fund offer BACs in another series.

The purchasers thereof will have the BACs issued to them and will become

the holders thereof (the "BAC Holders"), and as such will receive the rights and

interests in the limited partnership interest of the Assignor Limited Partner,

the beneficial interests of which are assigned to them pursuant to the terms of

the Fund Agreement hereinafter referred to. The Fund Agreement provides that the

Assignor Limited Partner will assign to the BAC Holders all of the beneficial

interests of its limited partnership interests in the Fund, on the basis of one

unit of beneficial interest for one BAC.

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The General Partner, on behalf of the Fund, hereby authorizes and

appoints, subject to the terms and conditions of this Agreement, Boston Capital

Securities, Inc., a Massachusetts corporation, as dealer-manager (the

"Dealer-Manager") to organize a group of soliciting dealers (the "Soliciting

Dealers"), consisting of brokers and dealers, who shall be members in good

standing of the National Association of Securities Dealers, Inc. (the "NASD"),

to solicit purchasers of the BACs.

SECTION 1. REPRESENTATIONS AND WARRANTIES OF THE FUND AND THE GENERAL PARTNER.

The Fund and the General Partner, jointly and severally, represent and

warrant to the Dealer-Manager that:

(a) The Fund has filed with the Securities and Exchange Commission (the

"Commission") a Registration Statement on Form S-11, SEC File No.

333-______ and a related preliminary prospectus for the registration

of the BACs under the Securities Act of 1933, as amended, (the "1933

Act"), and has filed such amendments thereto and such amended

preliminary prospectuses as may have been required as of the date

hereof. Such Registration Statement as amended and the amended

prospectus on file with the Commission at the time the registration

statement becomes effective are herein called the "Registration

Statement" and the "Prospectus" respectively, except that (A) if the

Fund files a post-effective amendment to such registration statement,

then the term "Registration Statement" shall, from and after the

declaration of the effectiveness of such post-effective amendment,

refer to such registration statement as amended by such

post-effective amendment, thereto, and the term "Prospectus" shall

refer to the amended prospectus then on file with the Commission, and

(B) if the prospectus filed by the Fund pursuant to either Rule

424(b) or (c) of the rules and regulations of the Commission under

the 1933 Act (the "Regulations") shall differ from the prospectus on

file at the time the Registration Statement or the most recent

post-effective amendment thereto, if any, shall have become

effective, the term "Prospectus" shall refer to such prospectus filed

pursuant to either Rule 424(b) or (c), as the case may be, from and

after the date on which it shall have been filed. The Commission has

not issued any order preventing or suspending the use of any

preliminary prospectus or the Prospectus.

(b) The Fund at its Closing Date (or at each of its Closing Dates if it

shall have more than one closing) will be duly organized and legally

existing as a limited partnership pursuant to the laws of the State

of Delaware with full power and authority to own the interests and

conduct business as described in the Prospectus; the General Partner

is duly organized and legally existing as a limited partnership

pursuant to the laws of Delaware; the General Partner has full power

and authority to conduct business as described in the Prospectus; the

Fund and the General Partner have the power and authority to enter

into and perform this Agreement; the execution and delivery of this

Agreement by the Fund and the General Partner have been duly and

validly authorized by all necessary action; the execution and

delivery of this Agreement, the fulfillment of

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its terms and consummation of the transactions contemplated hereunder

do not and will not conflict with or constitute a breach or default

under any other agreement, indenture or instrument by which the Fund

or the General Partner are bound, or any law, regulation or order

applicable to the Fund, the General Partner or their respective

properties; this Agreement constitutes the valid and binding

agreement of the Fund and the General Partner, enforceable against

each of them in accordance with its terms.

and at the time that any post-effective amendment thereto becomes

effective, the Registration Statement and the Prospectus, and at each

Closing Date the Prospectus, will comply with the provisions of the

1933 Act and the Regulations; at the time the Registration Statement

initially becomes effective and at the time that any post-effective

amendment thereto becomes effective the Registration Statement will

not contain any untrue statement of a material fact or omit to state

any material fact required to be stated therein or necessary to make

the statements therein not misleading; and at the time the

Registration Statement or an amendment thereto becomes effective, and

the Prospectus at each Closing Date, will not contain an untrue

statement of a material fact or omit to state a material fact

required to be stated therein or necessary to make the statements

therein in light of the circumstances in which they were made, not

misleading; provided, however, that the representations and

warranties in this paragraph shall not apply to statements in or

omissions from the Registration Statement or the Prospectus made in

reliance upon and in conformity with information furnished to the

Fund or the General Partner in writing by the Dealer-Manager

expressly for use in the Registration Statement or the Prospectus.

Every contract or other document required by the 1933 Act or the

Regulations to be filed as an exhibit to the Registration Statement

has been so filed.

(d) Any supplemental sales literature or advertisement, regardless of how

labeled or described, used in addition to the Prospectus in

connection with the offering and sale of the BACs which is furnished

or approved by the General Partner ("Authorized Sales Literature")

shall, to the extent required, be filed with and approved by the

appropriate securities agencies and bodies.

SECTION 2. REPRESENTATIONS AND WARRANTIES OF THE DEALER-MANAGER.

The Dealer-Manager hereby represents, warrants and agrees with the Fund

and the General Partner that:

(a) Solicitation and other activities by the Dealer-Manager hereunder

shall be undertaken only in accordance with this Agreement, the 1933

Act, the Securities Exchange Act of 1934, as amended (the "1934

Act"), and the applicable rules and regulations of the Commission and

any other applicable securities or Blue Sky Laws and regulations. The

Dealer-Manager agrees that through the Termination Date it will not

use or authorize the use of any solicitation material other than the

Prospectus and Authorized Sales Literature.

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(b) The Dealer-Manager is a broker-dealer registered with the Commission

and with each state in which it intends to make an offer (but not

necessarily in each state in which a Soliciting Dealer may make an

offer), it is, and will remain until the Termination Date, a member

in good standing of the NASD and agrees to comply with the provisions

of Rule 2740 and 2810 of the NASD Conduct Rules (the "Conduct

Rules"), and each sales representative of the Dealer-Manager making

offers or sales of BACs is properly licensed in each such

jurisdiction where he intends to so act. The Dealer-Manager

acknowledges that it has reviewed the Prospectus and Authorized Sales

Literature and has determined that the suitability standards are

fully disclosed and are consistent with Rule 2810 of the Conduct

Rules. In recommending to a participant the purchase, sale or

exchange of BACs the Dealer-Manager shall:

(i) have reasonable grounds to believe, on the basis of

information obtained from the participant concerning his

investment objectives, other investments, financial

situation and needs, and any other information known by the

Dealer-Manager or an associated person that:

(A) the participant is or will be in a financial

position appropriate to enable him to realize to a

significant extent the benefits described in the

Prospectus, including the tax benefits;

(B) the participant has a fair market net worth

sufficient to sustain the risks inherent in the Fund,

including loss of investment and lack of liquidity;

and

participant; and

(ii) will maintain in its files documents disclosing the

basis upon which the determination of suitability was

reached as to each participant.

The Dealer-Manager hereby represents that it will communicate to

each of its sales agents, representatives and other appropriate

persons associated with it, the above-referenced suitability

standards and the Dealer-Manager shall require each Soliciting

Dealer that it may engage to acknowledge compliance with Rule

2810 of the Conduct Rules. Furthermore, the Dealer-Manager shall

not execute any transaction in the Fund in a discretionary

account without prior written approval of the transaction by the

potential investor.

prospective investor to whom the Dealer-Manager shall directly effect

a sale of the BACs at the time of sale of any BACs to each such

prospective investor. It shall not, in connection with the offer and

sale of BACs, give any information or make

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representations, nor shall it authorize others to give any

information or make representations other than such information and

representations as is contained in the Prospectus or in any

Authorized Sales Literature.

(d) Each Soliciting Dealer engaged by the Dealer-Manager will be a

broker-dealer registered with the Commission and with each state in

which it intends to make an offer, will be a member in good standing

of the NASD and will agree to comply with the provisions of Rules

2740 and 2810 of the Conduct Rules, and each sales representative

employed by a Soliciting Dealer who makes offers or sales of BACs

will be properly licensed to sell securities in the jurisdictions

where such representative makes offers or sales.

(e) The Dealer-Manager will promptly deliver to the General Partner any

subscription documents received by it and will promptly deliver all

checks executed by or delivered on behalf of prospective investors to

the Escrow Agent for deposit in the Escrow Account in accordance with

Section 8 hereof.

(f) Prior to participating in the offer and sale of the BACs, the

Dealer-Manager shall have reviewed the Prospectus and will have

reasonable grounds to believe that all material facts are adequately

and accurately disclosed and provide a basis for evaluating the Fund.

In determining the adequacy of the disclosed facts, the

Dealer-Manager shall obtain written information on material facts

relating at a minimum to the following, if relevant in view of the

nature of the offering:

(i) items of compensation;

(ii) physical properties;

(iii) tax aspects;

(iv) financial stability and experience of the General Partner;

(v) the Fund's conflicts and risk factors; and

(vi) appraisals and other pertinent reports.

Prior to executing a purchase transaction in the Fund, the

Dealer-Manager or a person associated with it shall inform the

prospective investor of all pertinent facts relating to the

liquidity and marketability of an investment in the BACs during

the term of the prospective investment in the Fund.

(g) The Dealer-Manager represents that it has not engaged, and agrees

that it will not engage, in any activity with respect to the BACs in

violation of the 1934 Act, including Rule 10b-6 thereunder.

(h) Neither the Dealer-Manager nor any other person is authorized by the

General Partner or the Fund to give any information or make any

representations in

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connection with this Agreement or the offering of the BACs other than

those contained in the Prospectus and other Authorized Sales

Literature furnished to the Dealer-Manager or authorized for use by

the General Partner or the Fund. Without limiting the generality of

the foregoing, the Dealer-Manager will not publish, circulate or

otherwise use any other advertisement or solicitation material

without the prior written approval of the General Partner.

(i) The Dealer-Manager will require that each of the Soliciting Dealers

retained by it enter into a soliciting dealer agreement similar in

form to the one attached hereto as Exhibit A (a "Soliciting Dealer

Agreement").

(j) On becoming a Soliciting Dealer and in soliciting purchasers of the

BACs, the Dealer-Manager agrees to comply with the terms and

conditions imposed on the Soliciting Dealers pursuant to the

Soliciting Dealer Agreement.

(k) The Blue Sky Survey for the Fund indicates or will indicate the

jurisdictions in which it is believed that offers and sales of the

BACs may be made under the applicable state securi

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