Exhibit
23.2
CONSENT
OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
We
consent to the incorporation by reference in this Registration Statement on Form
S-3 of our reports dated January 28, 2006, and February 2, 2007, relating to the
2005 and 2006 financial statements, respectively, of Woodbridge Apartments of
Louisville II, L.P. (which reports express unqualified opinions) appearing in
the Annual Report on Form 10-K of America First Tax Exempt Investors, L.P. for
the year ended December 31, 2007, and to the reference to us under the heading
“Experts” in the prospectus, which is part of the Registration
Statement.
/s/ Katz,
Sapper & Miller, LLP
Indianapolis,
Indiana
October 20,
2008