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

September 24, 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 September 19, 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. PROSPECTUS SUMMARY.

1.       Comment:
We note your response to prior comment 2 that you will only negotiate and finalize the terms of
the Notes before they are issued. Please also revise to confirm that any communications to investors prior to the offering of such notes
under a qualified offering statement will comply with Rule 255 of Regulation A.

Response: To address
your request for revised language to confirm that any communications to investors prior to the offering of such notes under a qualified
offering statement will comply with Rule 255 of Regulation A, the following language has been added:

“Any communications to potential
investors prior to the offering of the Notes (as defined below) under a qualified Offering Statement will comply with Rule 255 of Regulation
A. Such communications will include the required disclosures that no offer to sell the securities will be made until the Offering Statement
has been qualified by the SEC and that any solicitation is solely for the purpose of gauging interest. Furthermore, the Company will ensure
that these communications do not contain any misleading statements or omit material information, consistent with regulatory requirements.”

 ii. SUMMARY OF NOTES.

2.       Comment:
Refer to prior comment 6. Your response appears to contemplate that certain assets may include other revenue-generating investments. Given
the broad definition of certain assets it remains unclear how you concluded that allocating income from other assets would not be considered
to be a material amendment to the terms of the Notes or represent the issuance of a new security. It also remains unclear why such an
income stream could not cause your securities to no longer be considered “eligible securities” as defined in Rule 261(c).
Please provide an expanded legal analysis explaining clearly how you reached these conclusions. Cite all legal authority on which you
rely.

Re: Response Letter

September 23, 2024

Page 2

Response: We appreciate
your comment and the opportunity to provide further clarification regarding the allocation of income from “Certain Assets”
and its potential implications for the terms of the Notes.

The Company maintains that assigning income from its
assets to repay Noteholders in the event of an uncured Event of Default does not constitute the issuance of a new security. Rather, it
is a method of satisfying an existing debt obligation using the Company’s operational income. As outlined in the Offering Circular,
the Promissory Notes represent non-recourse, unsecured debt obligations of the Company, and Noteholders do not have any security interest
in the Company’s assets (see “Unsecured Notes” section of the Offering Circular). The repayment structure, including
the potential assignment of income streams from certain Company assets, has been clearly disclosed in both the Offering Circular and Promissory
Note. This does not alter the fundamental nature of the Notes, ensuring they remain classified as ‘eligible securities’ under
Rule 261(c)(6). The principal, interest, and Repayment Date, along with other key terms of the Notes, remain unchanged.

The assignment of income streams from assets such
as servicing income, income from loans, or income from real estate originated by the Company (as detailed in the “Events of Default;
Assignment of Income Stream; Cure” section of the Offering Circular) is part of the Company’s ordinary business operations
and serves only to ensure the satisfaction of the Company’s repayment obligations to Noteholders. This income is derived directly
from the Company’s core business activities and remains within its control. It is not being issued as a new financial instrument
or profit-sharing arrangement, but rather as a method to fulfill existing debt obligations under the terms of then currently issued Notes.
Therefore, this mechanism should not be viewed as an amendment to the Promissory Notes or as the issuance of a new security.

In an abundance of caution, the Company has included
additional language in both the Offering Circular and Promissory Notes, further clarifying that the assignment of income to repay debts
owed to the Noteholder following the Noteholder declaring the Note (including, without limitation, all accrued interest) due and payable
immediately after an uncured Event of Default is not an amendment to the Promissory Note following its issuance. Rather, it is an additional
form of collateral that may be used to satisfy the debts owed to the Noteholder. This disclosure ensures that there is no ambiguity as
to the terms under which the Noteholders may be repaid, reinforcing that the original terms of the Promissory Note remain unchanged.

Although the Company believes that the SEC’s
concerns regarding the assignment of income streams do not apply to the Company’s Offering for the reasons outlined above, the Company
is committed to ensuring that the SEC has all necessary information to approve the Company’s Form 1-A/A filing. Accordingly, the
Company provides the following expanded legal analysis to address the SEC’s comments. This analysis aims to clarify the Company’s
conclusions, specifically explaining why the assignment of income streams for repayment does not equate to a new security issuance or
a material amendment of the Notes. Additionally, this analysis reaffirms that the Notes remain “eligible securities” as defined
under Rule 261(c)(6), as the assignment of income from Company assets to repay Noteholders following an uncured Event of Default does
not affect the fundamental classification or nature of the Notes.

Legal Analysis Regarding Allocation of Income
from “Certain Assets”:

The allocation of income from ‘Certain Assets’
does not constitute a material amendment to the terms of the Notes, nor does it represent the issuance of a new security under securities
law. This assignment of income does not alter the core terms of the Notes—such as principal, interest, and Repayment Date—and
serves as collateral to fulfill the Company’s repayment obligations. Additionally, the income streams derive from stable, pre-existing
business operations, ensuring the Notes remain eligible securities under Rule 261(c)(6). Our conclusion is based on the following factors:

Re:
Response Letter

September
23, 2024

Page
3

 i. No Fundamental Change to the Terms of the Notes and the Assignment of Income as a Default Remedy, Not
a Modification:

The allocation of income from “Certain Assets”
does not constitute a material modification to the terms of the Promissory Notes, nor does it alter the core financial obligations of
the Company under the Notes. The key terms—such as the principal, interest, and Repayment Date—remain fully intact, and the
rights of the Noteholders are not changed. The assignment of income serves as a collateralization mechanism in the event of an uncured
Event of Default, functioning purely as a remedy to enforce repayment obligations.

 a. No Material Modification to Core Terms:

Under Rule 3a12-11 of the Securities Exchange Act
of 1934, a material modification occurs when a change significantly alters the fundamental terms of a security, such as the principal
amount, interest rate, or Repayment Date. In this case, the allocation of income streams from “Certain Assets” does not impact
these core terms. As established in TSC Industries, Inc. v. Northway, Inc., 426 U.S. 438 (1976), a modification is considered material
only if it alters the “total mix” of information available to a reasonable investor. Here, the assignment of income from “Certain
Assets” does not introduce new risks, financial obligations, or changes to the Noteholders’ rights. The Notes’ principal,
interest, and Repayment Date remain exactly as outlined in the Offering Circular and Promissory Note, ensuring that the obligations of
the Company and the rights of the Noteholders are unchanged.

The assignment of income streams is merely a form
of collateralization that secures the Company’s repayment obligations in the event of an uncured Event of Default. This does not
affect the underlying legal or financial characteristics of the Notes. Moreover, this enforcement mechanism was fully disclosed in the
Offering Circular and Promissory Note under the “Events of Default; Assignment of Income Stream; Cure” and “Default”
sections, respectively, ensuring that investors were aware of this possibility at the time of issuance of the Note.

Furthermore, the assignment of income does not result
in the issuance of a new security under the Howey test (SEC v. W.J. Howey Co., 328 U.S. 293 (1946)), which requires a financial
instrument to involve (1) an investment of money, (2) in a common enterprise, (3) with an expectation of profits derived primarily from
the efforts of others. As the assignment of income from “Certain Assets” secures existing debt obligations without creating
new financial instruments or profit opportunities, the Howey test criteria are not met here. The original investment terms remain unchanged,
and no new common enterprise or profit expectation is introduced. This test is further described and analyzed in Section III below.

 b. The Assignment of Income as a Default Remedy, Not a Modification:

The assignment of income from “Certain Assets”
is a standard default remedy used to secure repayment obligations, not a substantive modification of the Notes. Remedies like collateralization
or assigning income streams are common tools in financial instruments to protect investors without altering their underlying rights. As
the SEC has repeatedly indicated in its guidance, these remedies do not qualify as material modifications unless they introduce new risks
or change core financial terms. Here, the principal, interest, and Repayment Date remain unchanged, and the assignment of income is consistent
with the remedies disclosed in the Offering Circular and Promissory Note.

Re:
Response Letter

September
23, 2024

Page
4

SEC Guidance:

The SEC’s interpretive guidance has consistently
held that remedies tied to default, such as the assignment of income streams or collateralization of assets, are not considered material
modifications as long as they do not affect the core obligations under the security. The assignment of income from “Certain Assets”
was clearly disclosed in the Offering Circularand Promissory Note, and the Noteholders’ rights under the Notes remain unchanged.
According to SEC guidance, modifications only become material if they change the core financial terms or create new risks for the investors.

Legal Precedent:

In TSC Industries, Inc. v. Northway, Inc., the U.S.
Supreme Court established that a modification is considered material only if it significantly alters the “total mix” of information
available to a reasonable investor. Here, the assignment of income does not introduce any new risks, financial obligations, or changes
to the rights of the Noteholders. It simply enforces the Company’s existing obligation to repay Noteholders in the event of default,
consistent with the disclosures made in the Offering Circular and Promissory Note.

Conclusion:

The allocation of income from “Certain Assets”
to repay Noteholders does not constitute a material modification of the Notes. The principal, interest, and Repayment Date remain unchanged,
and the assignment of income is a standard default remedy that was fully disclosed in the Offering Circular and Promisorry Note. This
remedy does not alter the Noteholders’ rights or introduce new risks but simply serves as a mechanism to ensure repayment in the
event of an uncured Event of Default. Therefore, the Company’s actions do not result in a material amendment or the issuance of
a new security under securities law, and the core financial obligations of the Notes remain intact.

 ii. The Notes Remain Eligible Securities under Rule 261(c):

The Notes continue to qualify as eligible securities
under Rule 261(c), despite the assignment of income from “Certain Assets” to repay Noteholders following an uncured Event
of Default. Rule 261(c)(6) defines eligible securities as debt obligations that are not reliant on speculative or future performance for
repayment. This rule exists to ensure that securities relying on existing, predictable income streams are recognized as compliant, and
to protect investors from undue risk based on contingent or speculative future income. As the U.S. Supreme Court held in Reves v. Ernst
& Young, 494 U.S. 56 (1990), a security’s classification depends on the nature of the income it relies on, with stable,
predictable sources qualifying as eligible securities.

In this case, the income streams assigned from “Certain
Assets” are derived from stable, ongoing business activities of the Company, such as servicing income from loans or rental income
from real estate investments. These income streams represent pre-existing revenue generated by the Company’s core operations, ensuring
that the Notes’ repayment is backed by predictable and reliable revenue sources. The Offering Circular has disclosed these assets
and income streams, confirming that they are consistent with the Company’s ordinary business activities. As such, the Notes do not
depend on speculative or future revenue and remain compliant with the SEC’s definition of “eligible securities.”

Legal Precedent:

The U.S. Supreme Court, in Reves v. Ernst & Young,
emphasized that a security’s classification depends on the nature of the income it relies on. To maintain its status as a debt security,
the repayment of the instrument must be based on stable and predictable sources of income, not speculative ventures. The Company’s
allocation of income from “Certain Assets” aligns with this standard, as these assets generate reliable cash flow and are
part of the Company’s ongoing business.

Re:
Response Letter

September
23, 2024

Page
5

Additionally, under Rule 261(c), eligible securities
are defined as those whose repayment is not contingent upon speculative future performance. Here, the Company’s assets are well-established
and provide consistent income streams that ensure the Notes remain eligible securities. The income streams from servicing fees and real
estate operations are integral to the Company’s core business and are not reliant on future business outcomes. Therefore, the Notes
do not lose their eligibility under Rule 261(c).

Conclusion:

The assignment of income from “Certain Assets”
to repay Noteholders does not impact the classification of the Notes as eligible securities under Rule 261(c). The income streams are
derived from pre-existing, stable business operations that ensure predictable repayment, in full compliance with the SEC’s definition
of eligible securities. As such, the Notes remain eligible securities under the applicable rules, without introducing speculative or contingent
elements.

 iii. No Issuance of a N