SecProbe.io

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Mail Stop 4561

      June 27, 2005

      VIA USMAIL and FAX (617) 624-8999

Mr. Marc N. Teal
Principal Financial Officer
BCTC V Assignor Corp.
One Boston Place, Suite 2100
Boston, Massachusetts 02108

      Re:	BCTC V Assignor Corp
		Form 10-K for the year ended 12/31/2004
      Filed 3/31/2005
      File No. 333-117657-01

Dear Mr. Marc N. Teal:

      We have reviewed your above referenced filing and have the
following comment.  We have limited our review to only your
financial
statements and related disclosures and will make no further review
of
your document.  As such, all persons who are responsible for the
adequacy and accuracy of the disclosure are urged to be certain
that
they have included all information required pursuant to the
Securities Exchange Act of 1934.

      In our comment, we may ask you to provide us with
supplemental
information so we may better understand your disclosure.  Please
be
as detailed as necessary in your explanation.  After reviewing
this
information, we may or may not raise additional comments.

	Please understand that the purpose of our review process is
to
assist you in your compliance with the applicable disclosure
requirements and to enhance the overall disclosure in your filing.
We look forward to working with you in these respects.  We welcome
any questions you may have about our comment or on any other
aspect
of our review.  Feel free to call us at the telephone numbers
listed
at the end of this letter.

FORM 10-K FOR THE YEAR ENDED DECEMBER 31, 2004

Report Of Independent Registered Public Accounting Firm

1. Tell us how you considered Item 302 of Regulation S-T.
Confirm
that a manually signed audit opinion has been received from the
independent registered public accounting firm.

*    *    *    *

      As appropriate, please respond to this comment within 10
business days or tell us when you will provide us with a response.
Please provide any requested supplemental information.  Please
file
your supplemental information on EDGAR.  Please understand that we
may have additional comments after reviewing your response to our
comment.

	We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filing reviewed by the staff to
be
certain that they have provided all information investors require
for
an informed decision.  Since the company and its management are in
possession of all facts relating to a company`s disclosure, they
are
responsible for the accuracy and adequacy of the disclosures they
have made.

	In connection with responding to our comment, please provide,
in
writing, a statement from the company acknowledging that

* the company is responsible for the adequacy and accuracy of the
disclosure in the filings;

* staff comments or changes to disclosure in response to staff
comments do not foreclose the Commission from taking any action
with
respect to the filings; and

* the company may not assert staff comments as a defense in any
proceeding initiated by the Commission or any person under the
federal securities laws of the United States.

      In addition, please be advised that the Division of
Enforcement
has access to all information you provide to the staff of the
Division of Corporation Finance in our review of your filing or in
response to our comment on your filing.

      You may contact Wilson K. Lee, at (202) 551-3468 or me at
(202)
551-3413 if you have questions.

						Sincerely,

Cicely Luckey
Branch Chief

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Marc N. Teal
BCTC V Assignor Corp
June 27, 2005
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