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EXHIBIT (a)(2)
RESOURCES PENSION SHARES 5, L.P.
000 XXXX XXXXXX XXXXXX
XXXXXXXXX, XXXXXXXXXXX 00000
March 4, 1998
Dear Unitholder:
As you are by now aware, Presidio RPS Acquisition Corp., a Delaware
corporation (the "Purchaser"), has increased the price it is offering (the
"Offer") to purchase units of limited partnership interest ("Units") of
Resources Pension Shares 5, L.P. (the "Partnership").
The Purchaser is an affiliate of Resources Capital Corp., Resources
Pension Advisory Corp., and Presidio AGP Corp., the general partners of the
Partnership (collectively, the "General Partners"). Due to this affiliation
between the General Partners and the Purchaser, the General Partners are subject
to certain conflicts of interest with respect to the Offer.
AS A RESULT OF THE EXISTING AND POTENTIAL CONFLICTS OF INTEREST,
NEITHER THE PARTNERSHIP NOR THE GENERAL PARTNERS EXPRESSES ANY OPINION AND EACH
IS REMAINING NEUTRAL AND MAKING NO RECOMMENDATION AS TO WHETHER UNITHOLDERS
SHOULD TENDER THEIR UNITS IN RESPONSE TO THE INCREASED OFFER.
RESOURCES PENSION SHARES 5, L.P.
