Commonwealth Income & Growth Fund V Sample Contracts

Commonwealth Income & Growth Fund V – CONSENT OF INDEPENDENT AUDITORS We hereby consent to the use in this Registration Statement on Pre-Effective Amendment No. 3 to Form S-1 (No. 333-108057) of Commonwealth Income & Growth Fund V of our report dated September 16, 2004 relating to the June 30, 2004 financial statement of Commonwealth Income & Growth Fund V, which appear in the Prospectus, which is a part of this Registration Statement, and to the reference to us under the heading "Experts" in such Prospectus. /s/ ASHER & COMPANY, LTD. -------------------------- ASHER & COMPANY, LTD. Philadelphia, Pennsylvania September 17, 2004 CO (September 20th, 2004)
Commonwealth Income & Growth Fund V – 2500 One Liberty Place 1650 Market Street Philadelphia, PA 19103-7301 215.851.8100 Fax 215.851.1420 September __, 2004 Commonwealth Income & Growth Fund V Oaklands Corporate Center 470 John Young Way, Suite 300 Exton, PA 19341 Ladies and Gentlemen: We have acted as counsel to Commonwealth Income & Growth Fund V, a Pennsylvania limited partnership (the "Partnership"), in connection with the proposed offering of up to 1,250,000 Units of limited partnership interest in the Partnership (the "Units") and with respect to the preparation of the Partnership's Registration Statement on Form S-1 (the "R (September 20th, 2004)
Commonwealth Income & Growth Fund V – CONSENT OF INDEPENDENT AUDITORS We hereby consent to the use in this Registration Statement on Pre-Effective Amendment No. 3 to Form S-1 (No. 333-108057) of our report dated June 17, 2003 (except with respect to Notes C, D and G of the financial statement to which our report relates, as to which the date is February 18, 2004) relating to the February 28, 2003 financial statement of Commonwealth Capital Corp., which appears in the Prospectus, which is a part of this Registration Statement, and to the reference to us under the heading "Experts" in such Prospectus. /s/ Fishbein & Company, P.C. FI (September 20th, 2004)
Commonwealth Income & Growth Fund V – Dollar Amount Purchase Price Reallowed Commissions of Units Purchased Per Unit on Sales/Unit ----------------------------------------------------------------- ------------------------------------------------------------------- $ 1,000 - $ 250,000 $20.00 8.0% $ 250,020 - $ 350,000 $19.80 7.0% $ 350,020 - $ 500,000 $19.60 6.0% $ 500,020 - $ 750,000 $19.40 6.0% $ 750,020 - $1,000,000 $19.20 5.0% $1,000,020 or more $19.00 4.0% Subscriptions for Units of COMMONWEALTH INCOME & GROWTH FUND V may not be combined in determining the volume discount to which an investor may be entitled. Any such reduction (September 20th, 2004)

PARTICIPATING BROKER: DEALER MANAGER: COMMONWEALTH CAPITAL ______________________________ SECURITIES CORP. (Name of Participating Broker) By:___________________________ By:_________________________ Print Name:___________________ Print Name:_________________ Title:________________________ Title:______________________ Witness:______________________ Witness:____________________

Commonwealth Income & Growth Fund V – CONSENT OF INDEPENDENT AUDITORS We consent to the use in Registration Statement No. 333-108057 on Form S-1 Amendment #2 of our report dated June 17, 2003, on our audit of the balance sheet of Commonwealth Income & Growth Fund, Inc. We also consent to the reference to our firm under the caption "Experts". /s/ Fishbein & Company, P.C. FISHBEIN & COMPANY, P.C. Elkins Park, Pennsylvania December 9, 2003 CONSENT OF INDEPENDENT AUDITORS We consent to the use in Registration Statement No. 333-108057 on Form S-1 Amendment #2 of our report dated June 17, 2003 (except for Note 3, as to which the date is (December 9th, 2003)
Commonwealth Income & Growth Fund V – 2500 One Liberty Place 1650 Market Street Philadelphia, PA 19103-7301 215.851.8100 Fax 215.851.1420 December __, 2003 Commonwealth Income & Growth Fund V Oaklands Corporate Center 470 John Young Way, Suite 300 Exton, PA 19341 Ladies and Gentlemen: We have acted as counsel to Commonwealth Income & Growth Fund V, a Pennsylvania limited partnership (the "Partnership"), in connection with the proposed offering of up to 1,000,000 Units of limited partnership interest in the Partnership (the "Units") and with respect to the preparation of the Partnership's Registration Statement on Form S-1 (the "Re (December 9th, 2003)
Commonwealth Income & Growth Fund V – 2500 One Liberty Place 1650 Market Street Philadelphia, PA 19103-7301 215.851.8100 Fax 215.851.1420 October 8, 2003 Commonwealth Income & Growth Fund V Oaklands Corporate Center 470 John Young Way, Suite 300 Exton, PA 19341 Ladies and Gentlemen: We have acted as counsel to Commonwealth Income & Growth Fund V, a Pennsylvania limited partnership (the "Partnership"), in connection with the preparation of a Registration Statement on Form S-1 (the "Registration Statement") filed by the Partnership with the Securities and Exchange Commission under the Securities Act of 1933, as amended, relating to (October 8th, 2003)

LONDON o NEW YORK o LOS ANGELES o SAN FRANCISCO o WASHINGTON, D.C. o PHILADELPHIA o PITTSBURGH o OAKLAND o PRINCETON FALLS CHURCH o WILMINGTON o NEWARK o MIDLANDS, U.K. o CENTURY CITY o RICHMOND o HARRISBURG o LEESBURG o WESTLAKE VILLAGE r e e d s m i t h . c o m

Commonwealth Income & Growth Fund V – 2500 One Liberty Place 1650 Market Street Philadelphia, PA 19103-7301 215.851.8100 Fax 215.851.1420 October __, 2003 Commonwealth Income & Growth Fund V Oaklands Corporate Center 470 John Young Way, Suite 300 Exton, PA 19341 Ladies and Gentlemen: We have acted as counsel to Commonwealth Income & Growth Fund V, a Pennsylvania limited partnership (the "Partnership"), in connection with the proposed offering of up to 1,000,000 Units of limited partnership interest in the Partnership (the "Units") and with respect to the preparation of the Partnership's Registration Statement on Form S-1 (the "Reg (October 8th, 2003)
Commonwealth Income & Growth Fund V – CONSENT OF INDEPENDENT AUDITORS We consent to the use in Registration Statement No. 333-108057 on Form S-1 Amendment #1 of our report dated June 17, 2003, on our audit of the balance sheet of Commonwealth Income & Growth Fund, Inc. We also consent to the reference to our firm under the caption "Experts". /s/ Fishbein & Company, P.C. FISHBEIN & COMPANY, P.C. Elkins Park, Pennsylvania October 7, 2003 CONSENT OF INDEPENDENT AUDITORS We consent to the use in Registration Statement No. 333-108057 on Form S-1 Amendment #1 of our report dated June 17, 2003, on our audit of the consolidated financial (October 8th, 2003)
Commonwealth Income & Growth Fund V – SUBSCRIPTION ESCROW AGREEMENT Subscription Escrow Agreement (the "Escrow Agreement") dated as of the effective date (the "Effective Date") set forth on schedule 1 attached hereto ("Schedule 1") by and among the limited partnership identified on Schedule 1 (the "Issuer"), the corporation identified on Schedule 1 (the "Depositor") and J.P.Morgan Trust Company, National Association, as escrow agent hereunder (the "Escrow Agent"). WHEREAS, the Issuer has filed a registration statement on Form S-1 under the Securities Act of 1933, as amended, with the Securities and Exchange Commission, File No. __ (October 8th, 2003)

------------------------------------------------------------------------------------------------------------------------------------ Tax Certification: Taxpayer ID#: -------------------------------------- Customer is a (check one): ___ Corporation ___ Municipality ___ Partnership ___ Non-profit or Charitable Org ___ Individual ___ REMIC ___ Trust ___ Other _________________ Under the penalties of perjury, the undersigned certifies that: (1) the entity is organized under the laws of the United States (2) the number shown above is its correct Taxpayer Identification Number (or it is waiting for a number to be issued to it); and (3) it is not subject to backup withholding because: (a) it is exempt from backup withholding or (b) it has not been notified by the Internal Revenue Service (IRS) that it is subject to backup withholding as a result of failure to report all

Commonwealth Income & Growth Fund V – SUBSCRIPTION ESCROW AGREEMENT Subscription Escrow Agreement (the "Escrow Agreement") dated as of the effective date (the "Effective Date") set forth on schedule 1 attached hereto ("Schedule 1") by and among the limited partnership identified on Schedule 1 (the "Issuer"), the corporation identified on Schedule 1 (the "Depositor") and J.P.Morgan Trust Company, National Association, as escrow agent hereunder (the "Escrow Agent"). WHEREAS, the Issuer has filed a registration statement on Form S-1 under the Securities Act of 1933, as amended, with the Securities and Exchange Commission, File No. __ (August 18th, 2003)

------------------------------------------------------------------------------------------------------------------------------------ Tax Certification: Taxpayer ID#: -------------------------------------- Customer is a (check one): ___ Corporation ___ Municipality ___ Partnership ___ Non-profit or Charitable Org ___ Individual ___ REMIC ___ Trust ___ Other _________________ Under the penalties of perjury, the undersigned certifies that: (1) the entity is organized under the laws of the United States (2) the number shown above is its correct Taxpayer Identification Number (or it is waiting for a number to be issued to it); and (3) it is not subject to backup withholding because: (a) it is exempt from backup withholding or (b) it has not been notified by the Internal Revenue Service (IRS) that it is subject to backup withholding as a result of failure to report all

Commonwealth Income & Growth Fund V – 2500 One Liberty Place 1650 Market Street Philadelphia, PA 19103-7301 215.851.8100 Fax 215.851.1420 August 18, 2003 Commonwealth Income & Growth Fund V Oaklands Corporate Center 470 John Young Way, Suite 300 Exton, PA 19341 Ladies and Gentlemen: We have acted as counsel to Commonwealth Income & Growth Fund V, a Pennsylvania limited partnership (the "Partnership"), in connection with the preparation of a Registration Statement on Form S-1 (the "Registration Statement") filed by the Partnership with the Securities and Exchange Commission under the Securities Act of 1933, as amended, relating to (August 18th, 2003)

LONDON o NEW YORK o LOS ANGELES o SAN FRANCISCO o WASHINGTON, D.C. o PHILADELPHIA o PITTSBURGH o OAKLAND o PRINCETON FALLS CHURCH o WILMINGTON o NEWARK o MIDLANDS, U.K. o CENTURY CITY o RICHMOND o HARRISBURG o LEESBURG o WESTLAKE VILLAGE r e e d s m i t h . c o m

Commonwealth Income & Growth Fund V – Dollar Amount Purchase Price Reallowed Commissions of Units Purchased Per Unit on Sales/Unit ----------------------------------------------------------------- ------------------------------------------------------------------- $ 1,000 - $ 250,000 $20.00 8.0% $ 250,020 - $ 350,000 $19.80 7.0% $ 350,020 - $ 500,000 $19.60 6.0% $ 500,020 - $ 750,000 $19.40 6.0% $ 750,020 - $1,000,000 $19.20 5.0% $1,000,020 or more $19.00 4.0% Subscriptions for Units of COMMONWEALTH INCOME & GROWTH FUND V may not be combined in determining the volume discount to which an investor may be entitled. Any such reduction (August 18th, 2003)

PARTICIPATING BROKER: DEALER MANAGER: COMMONWEALTH CAPITAL ______________________________ SECURITIES CORP. (Name of Participating Broker) By:___________________________ By:_________________________ Print Name:___________________ Print Name:_________________ Title:________________________ Title:______________________ Witness:______________________ Witness:____________________

Commonwealth Income & Growth Fund V – ------------------------------------------------------------------------------- - PENNSYLVANIA DEPARTMENT OF STATE CORPORATION BUREAU ------------------------- ------------------------------------------------------- Entity Number Certificate of Limited Partnership 3144525 (15 Pa.C.S. ss. 8511) Name Richard G. Devlin, c/o Reed Smith LLP Document will be returned to the ------------------------------------------- name and address you enter to Address the left. 2500 One Liberty Place <-- ------------------------------------------- City State Zip Code Philadelphia PA 19103 -------------------------- (August 18th, 2003)