SecProbe.io

CORRESP
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  Division of Corporation
Finance
  Via Edgar

Office of Real Estate & Construction

U.S. Securities &
Exchange Commission

100 F Street, NE

Washington, D.C. 20549

August 30, 2024

  Re:
  PFG Fund V, LLC

  Offering Statement on Form 1-A

  Filed December 27, 2023

  File No. 024-11412

Dear Sir or Madam:

This letter is submitted on behalf
of PFG Fund V, LLC (the “Company”) in response to comments from the staff of the Division of Corporation Finance, Office of
Real Estate & Construction (the “Staff”) of the Securities & Exchange Commission (the “Commission”) in
a letter dated August 27, 2024 (the “Comment Letter”) with respect to the Company’s
Offering Statement on Form 1-A (File No. 024-11412) submitted for review pursuant to Regulation A under the Securities Act of 1933, as
filed, to the Commission on December 27, 2023. The responses provided are based upon information provided to Geraci Law Firm by the Company.
Each line item below corresponds to the comment number in your letter followed by our response:

Amended Offering Statement on Form 1-A

 i. COVER PAGE.

1.       Comment:
We note your revisions on page 7 in response to prior comment 3 regarding your manager being entitled to 100% of your distributable cash.
As previously stated, please also add disclosure of these risks on the cover page.

          Response: The disclosure
language under the section “Our Manager is entitled to 100% of the distributable cash of the Company on a monthly basis.”,
has been been added on the cover page.

 ii. PROSPECTUS SUMMARY.

2.       Comment:
We acknowledge your response to prior comment 5, and note your revised disclosures that you may
prepay certain Notes over others based on negotiated terms, and that certain notes may have terms or conditions that make them more advantageous
to prepay earlier. Please provide expanded disclosure of what you mean by “negotiated terms” in this context. It is unclear,
for example, if you contemplate changing the terms of some of the Notes at some future time. In this regard, we note your disclosure in
response to prior comment 9, which appears to allow individual Noteholders to modify the terms of their Notes. To the extent you intend
to offer notes on different terms or change the terms of these Notes being offered, please tell us your consideration of whether such
offer or amendment of any notes to provide for different terms would constitute a delayed offering of securities under Securities Act
Rule 251(d)(3). If you intend to offer separate series or classes of notes with different terms, please revise to clearly describe the
terms of each series or class.

Re:
Response Letter

August 30, 2024

Page 2

          Response: To address
your request for expanded disclosure regarding the term “negotiated terms,” the following clarification has been added:

Clarification of “Negotiated Terms”:

The term “negotiated terms”
refers to specific agreements or conditions that are established with individual Noteholders at the time of issuance of the Notes. These
terms may include, but are not limited to, interest rates, repayment schedules, and prepayment penalties, which could vary from one Note
to another. Such terms are finalized during the initial negotiation between the Company and the Noteholder and shall remain consistent
throughout the life of the Note. The Company does not anticipate modifying these terms prior to issuance unless mutually agreed upon by
both parties.

Furthermore, the Company shall
not make any changes to the terms of the Notes after they have been issued, nor shall it alter the conditions of the Notes at any future
time. The original terms of each Note, as agreed upon at the time of issuance, will remain in force throughout the life of the Note.

Consideration under Securities Act Rule 251(d)(3):

The Company confirms that any
modifications to the terms of the Notes occur only prior to issuance and not after. Therefore, such modifications are not considered a
delayed offering of securities under Securities Act Rule 251(d)(3).

Reasoning: Securities
Act Rule 251(d)(3) pertains to the conditions under which continuous or delayed offerings of securities can occur, generally addressing
situations where an issuer may make ongoing or delayed offerings of securities beyond the initial registration.

In this case, the Company only negotiates and finalizes
the terms of the Notes before they are issued. This means that all terms are established and agreed upon prior to the issuance of any
Notes. Since no terms are altered post-issuance and no ongoing or delayed issuance of securities occurs beyond what was initially planned
and disclosed, the Company’s actions do not fall under
the definition of a delayed offering. The key points here are as follows:

 ● Pre-Issuance
                                            Negotiation: The terms of each Note are finalized through negotiation before issuance.
                                            Once issued, the terms remain fixed and unaltered. This ensures that each Note’s conditions
                                            are established in advance and remain consistent, avoiding any subsequent changes that could
                                            be seen as part of a delayed offering.

 ● No
                                            Post-Issuance Modifications: The Company does not amend or modify the terms of the Notes
                                            after they are issued. This adherence to fixed terms post-issuance eliminates any possibility
                                            of treating the offering as a delayed offering under the rule.

 ● Amendments
                                            Prior to Issuance: If the Company changes any terms of the Notes prior to issuance, it
                                            will update the Offering Circular and Promissory Notes accordingly. Such amendments will
                                            be submitted to the SEC for review to ensure compliance with securities regulations. This
                                            process ensures that all terms are accurately disclosed and reviewed prior to finalizing
                                            the issuance of the Notes.

 ● No
                                            Separate Series or Classes of Notes: The Company does not intend to offer separate series
                                            or classes of Notes with different terms of the same underlying real property investment.
                                            Any potential variations in terms will be disclosed in the Offering Circular before issuance,
                                            ensuring that all investors are fully informed of the specific terms and conditions before
                                            making an investment. This approach maintains transparency and ensures compliance with regulatory
                                            requirements.

By
adhering to the practice of finalizing terms before issuance and avoiding modifications thereafter, the Company remains compliant with
Rule 251(d)(3), which does not view this approach as a delayed offering.

Re:
Response Letter

August 30, 2024

Page 3

3.       Comment:
Please revise your disclosure to ensure it addresses the substance of your response to each element
of prior comment 6 including, for example, when you will repay Notes on a pro rata basis. Also, as you state in your response, please
revise to clearly explain that you will file post-qualification amendments to update investors on the status of the repayment demands,
including in situations where there is a rush of repayment demands. In addition, to the extent you may file offering supplements rather
than post-qualification amendments, please revise to clearly disclose the possibility, and explain that you will assess whether a post-qualification
amendment or offering supplement would be filed depending on your assessment of the materiality of the information, or advise. Finally,
clearly reconcile your statements that you will repay the Notes on a pro rata basis with your statements elsewhere that you will repay
Notes on a first-come, first-served basis.

          Response: The following
language has been included in the section “Prospectus Summary”: The Company will update investors on all Noteholder
Repayment Demand requests through its annual post-qualification amendment filings. In the event of a significant increase in Repayment
Demands coupled with insufficient funds to fulfill all requests, the Company will file a post-qualification amendment to notify current
investors of the situation and the Company’s response, ensuring that investors are kept informed with the most current and relevant
information. This approach promotes transparency and keeps investors apprised of the Company’s financial status and liquidity.

In the event of a surge in repayment
demands that surpasses available funds, the Company will adopt several protective measures. Repayment demands will be addressed on a first-come,
first-served basis, as outlined in the offering circular, thereby prioritizing earlier demands. Should funds be unavailable at the time
of demand, the Company will promptly inform the affected Noteholders of the delay, including details on when funds are expected to become
available. This communication is crucial for maintaining trust and effectively managing investor expectations.

For situations where repayments
can only be partial, the Company will keep detailed records of each repayment demand and the corresponding repayments made. Noteholders
will receive statements reflecting any partial repayments and the updated principal balance of their Notes. These statements will be sent
via first-class mail or email to the Noteholder’s last known address on record, ensuring that Noteholders are fully informed about
the status of their investments and repayments.

In cases where a single Noteholder’s
repayment demand exceeds the available funds, the Company reserves the right to repay on a first-come, first-served basis. Additionally,
the Company may prioritize the repayment of certain Notes over others, considering factors such as cash availability, business operations,
negotiated terms, and regulatory compliance. These factors are carefully assessed to ensure that repayment decisions align with the Company’s
strategic financial management and business needs.

The Company will provide Noteholders
with at least Thirty (30) days’ prior written notice via first-class mail or email for any prepayment. This notice will specify
the principal amount to be repaid, the Partial Repayment Date or Full Repayment Date (as applicable), and the updated principal balance.
The Company will also maintain regular communication regarding any delays and expected timelines. By providing timely updates through
direct investor notices and maintaining clear communication, the Company aims to protect investors’ interests while effectively
managing its financial and operational requirements.

Additionally, the Company will
file post-qualification amendments to update investors on the status of repayment demands, including during periods of increased demand.
In certain instances, the Company may choose to file offering supplements instead of post-qualification amendments. The decision to file
a post-qualification amendment or an offering supplement will be based on the materiality of the information, which the Company will assess
carefully to ensure appropriate investor disclosure.

Re:
Response Letter

August 30, 2024

Page 4

 iii. SUMMARY OF NOTES.

4.       Comment:
We note your revised disclosures in response to prior comment 8. Given that it appears that you
are essentially withholding interest on the Notes, which do not have a maturity date, without further consideration for the Noteholder,
it remains unclear why you reference this action as a reinvestment option. Please revise accordingly, or advise.

          Response: The section
previously titled “Reinvestment Option” in the Offering Circular and Promissory Note has been renamed and revised to “Option
to Defer Distributions of Interest Payments” to address the SEC’s concern regarding its characterization as a “reinvestment
option.” Under this revised option, deferred interest will be added to the principal balance, and interest will accrue on this new
principale balance at the current Interest Rate of the Note. This option does not involve issuing additional Notes to the Noteholder;
rather, the Company will use the deferred interest in its business and lending activities as outlined herein. Deferred interest payments
will accumulate from the Date of Advance until the Full Repayment Date. This approach may enhance the value of the Company’s activities,
in which the Noteholder indirectly participates, while also increasing the outstanding principal balance and interest payments due to
the Noteholder..

The updated language clarifies
that the Noteholder’s principal is increased by the amount of interest deferred, explaining why no additional consideration is provided
beyond the increase to the outstanding principal balance due and interest payments due to the Noteholder. The updated language is as follows:

“ Under the option to defer
distributions of interest payments, a Noteholder may elect to defer its interest payments, in which case the Company will defer 100% of
the interest that would otherwise be payable to the Noteholder. The deferred interest will be added to the principal balance due, and
interest will accrue on this new principle balance at the current Interest Rate of the Note. This option does not involve issuing additional
Notes to the Noteholder; rather, the Company will utilize the deferred interest in its business and lending activities as described herein.
The deferred interest payments under this option will accumulate starting from the Date of Advance until the Full Repayment Date.”

In addition, Section 2.6 of the form of
Promissory Note has been updated to reflect these changes.

“At the issuance of the
Note, the Lender may elect to defer his, her, or its interest payments. Under this election, the Borrower will defer One Hundred Percent
(100%) of the interest payable and deferred interest will be added to the principal balance due to the Lender, and interest will accrue
on this new principle balance at the current Interest Rate of the Note. This option does not involve issuing additional Notes to the Lender;
rather, the Borrower will utilize the deferred interest in its business and lending activities as described herein. The deferred interest
payments under this option will accumulate starting from the Date of Advance until the Full Repayment Date.”

This revision ensures that the
deferred interest is clearly described as increasing the principal balance due and interest payments due to the Lender, in line with the
Offering Circular’s updated language.

5.       Comment:
We note your response to prior comment 2 and your statement on page 7 that your manager is entitled
to 100% of your distributable cash. We also note your disclosure on page 51 to available cash distributions (profits), that “Cash
Distributions are profits only,” and that you state it will be paid after interest and/or principal payment of the Notes. Please
revise your disclosures to clearly explain how the distributable cash to the manager will be calculated, how you will calculate profits
in this context, and the priority of payment between payments of fees and distributable cash to the manager and payments to the Noteholders
(both with respect to interest payments and any repayments). For example, revise to clarify whether your profits will be determined based
on your net income in your financial statements or otherwise.

Re:
Response Letter

August 30, 2024

Page 5

          Res