Unmanned aerial vehicle (UAV) nowadays is a promising technology for boosting wireless connectivity, especially for upcoming 5G wireless networks. Due to its aerial feature, potential mobility and flexible deployment, the UAV can provide service in some specific scenarios such as post-disaster network recovery or no-infrastructure terrains. However, the problem of interference management between deployed UAV and underlaying heterogeneous networks, which guarantees the quality of service, is still a challenging task. In this paper, we address the outage probability for UAV connected users and device-to-device (D2D) receivers simultaneously operating in D2D underlaying NOMA UAV-assisted networks, and we derive its closed-form expressions, which turns out to be very accurate. We also solve the power control optimization problem via relaxing the non-convex problem into solving successive low-complexity linear programs to obtain a sub-optimal solution to the problem. The simulation results in confirm the superiority of the proposed approach in the terms of computational complexity and its compromise in the terms of sum rate. INDEX TERMS UAV, outage probability, power control, D2D, NOMA.