Table of
Contents







UNITED
STATES


SECURITIES
AND EXCHANGE COMMISSION


WASHINGTON,
DC 20549





FORM
10-Q


(Mark
One)





x
            QUARTERLY
      REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF
      1934




For the
quarterly period ended September 30, 2007











o
            TRANSITION
      REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF
      1934




For the
transition period from ________ to _______


Commission
file Number:   0-24143
 
 RIDGEWOOD
ELECTRIC POWER TRUST V
 (Exact
Name of Registrant as Specified in Its Charter)
 
 Delaware
              
              22-3437351(State
      of Other Jurisdiction of
                Incorporation
      or Organization)
              
              (I.R.S.
      Employer Identification No.)
 
 1314
      King Street, Wilmington, Delaware
              
              19801(Address
      of Principal Executive Offices)
              
              (Zip
      Code)
 
 (302)
      888-7444(Issuer’s
      Telephone Number, Including Area Code)
  (Former
      name, former address and former fiscal year, if changed since last
      report)


Indicate
by check mark whether the registrant (1) has filed all reports required to be
filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the
preceding 12 months (or for such shorter period that the registrant was required
to file such reports), and (2) has been subject to such filing requirements for
the past 90 days. Yes  x  No 
o




Indicate
by check mark whether the registrant is a large accelerated filer, an
accelerated filer, or a non-accelerated filer. See definition of “accelerated
filer and large accelerated filer” in Rule 12b-2 of the Exchange Act. (Check
one):




Large
accelerated filer   o         Accelerated
filer  o         Non-accelerated
filer     x


Indicate
by check mark whether the registrant is a shell company (as defined in Rule
12b-2 of the Exchange Act). Yes 
o   No 
x




As
of January 31, 2008, there were 932.8875 Investor Shares
outstanding.







Table of Contents




FORM
10-Q




TABLEOF CONTENTS





PART
      I.
              FINANCIAL
      INFORMATION
              PageItem 1.
              Financial Statements
              1Item 2.
              Management’s Discussion and Analysis of Financial
      Condition
                and Results of
      Operations
              13Item 3.
              Quantitative and Qualitative Disclosures About Market
      Risk
              16Item 4.
              Controls and Procedures
              16PART
      II.
              OTHER
      INFORMATIONItem 1.
              Legal Proceedings
              17Item 1A.
              Risk Factors
              17Item 2.
              Unregistered Sales of Equity Securities and Use of
      Proceeds
              17Item 3.
              Defaults Upon Senior Securities
              17Item 4.
              Submission of Matters to a Vote of Security
      Holders
              17Item 5.
              Other Information
              17Item 6.
              Exhibits
              18SIGNATURES
              
              19
  Table of Contents
  PART
I.   FINANCIAL INFORMATION




ITEM
1.   FINANCIAL STATEMENTS






RIDGEWOOD ELECTRIC POWER TRUST
      VCONDENSED CONSOLIDATED BALANCE
      SHEETS(in thousands, except share
      data)September
    30,
              
              
              December
31,2007
              
              
              2006ASSETS
              
              (unaudited)Current
    assets:Cash and cash
      equivalents
              
              $
              9,281
              
              
              $
              398Current assets related to
      discontinued operations
              
              
              -
              
              
              
              24,272Due from
      affiliates
              
              
              739
              
              
              
              1,232Prepaid expenses and other current
      assets
              
              
              56
              
              
              
              26Total current
      assets
              
              
              10,076
              
              
              
              25,928Notes receivable,
      affiliates
              
              
              5,162
              
              
              
              4,859Investments
              
              
              9,004
              
              
              
              8,657Noncurrent assets related to
      discontinued operations
              
              
              -
              
              
              
              74,894Other
assets
              
              
              285
              
              
              
              285Total
assets
              
              $
              24,527
              
              
              $
              114,623LIABILITIES AND SHAREHOLDERS'
      EQUITYCurrent
      liabilities:Accounts payable and accrued
      expenses
              
              $
              145
              
              
              $
              93Current liabilities related to
      discontinued operations
              
              
              -
              
              
              
              30,247Due to
      affiliates
              
              
              2,345
              
              
              
              291Total current
      liabilities
              
              
              2,490
              
              
              
              30,631Minority
      interest
              
              
              320
              
              
              
              -Noncurrent liabilities related to
      discontinued operations
              
              
              -
              
              
              
              71,220Total
      liabilities
              
              
              2,810
              
              
              
              101,851Commitments and
      contingenciesShareholders’ equity
      (deficit):Shareholders’ equity (932.8875
      Investor Shares issued andoutstanding)
              
              
              22,388
              
              
              
              13,435Managing Shareholder’s accumulated
      deficit (1 managementshare issued and
      outstanding)
              
              
              (671
              )
              
              
              (663
              )Total shareholders’
      equity
              
              
              21,717
              
              
              
              12,772Total liabilities and
      shareholders’ equity
              
              $
              24,527
              
              
              $
              114,623





The
accompanying notes are an integral part of these condensed consolidated
financial statements.


1
 Table of Contents




RIDGEWOOD ELECTRIC POWER TRUST
      VCONDENSED CONSOLIDATED STATEMENTS
      OF OPERATIONSAND COMPREHENSIVE INCOME
      (LOSS)(unaudited, in thousands, except
      per share data)Nine Months Ended September
      30,
              
              
              Three Months Ended September
      30,2007
              
              
              2006
              
              
              2007
              
              
              2006Operating
      expenses:General and administrative
      expenses
              
              $
              1,213
              
              
              $
              522
              
              
              $
              363
              
              
              $
              372Management fee to Managing
      Shareholder
              
              
              1,749
              
              
              
              1,749
              
              
              
              583
              
              
              
              583Total operating
      expenses
              
              
              2,962
              
              
              
              2,271
              
              
              
              946
              
              
              
              955Loss from
      operations
              
              
              (2,962
              )
              
              
              (2,271
              )
              
              
              (946
              )
              
              
              (955
              )Other income
      (expense):Equity in income (loss) of Maine
      Hydro
              
              
              197
              
              
              
              672
              
              
              
              (351
              )
              
              
              (83
              )Equity in income of Indeck
      Maine
              
              
              708
              
              
              
              358
              
              
              
              260
              
              
              
              549Equity in income of
      NEH
              
              
              93
              
              
              
              16
              
              
              
              88
              
              
              
              23Equity in income (loss) of US
      Hydro
              
              
              67
              
              
              
              376
              
              
              
              (100
              )
              
              
              (35
              )Interest
    income
              
              
              606
              
              
              
              337
              
              
              
              214
              
              
              
              118Interest
      expense
              
              
              (14
              )
              
              
              (67
              )
              
              
              -
              
              
              
              (36
              )Other expense,
      net
              
              
              (25
              )
              
              
              -
              
              
              
              -
              
              
              
              -Total other income,
      net
              
              
              1,632
              
              
              
              1,692
              
              
              
              111
              
              
              
              536Loss before discontinued
      operations
              
              
              (1,330
              )
              
              
              (579
              )
              
              
              (835
              )
              
              
              (419
              )Income (loss) from discontinued
      operations including related gain ondisposal (see Note 3), net of
      income tax and minority interest
              
              
              38,650
              
              
              
              (140
              )
              
              
              (37
              )
              
              
              69Net income
      (loss)
              
              
              37,320
              
              
              
              (719
              )
              
              
              (872
              )
              
              
              (350
              )Foreign currency translation
      adjustment
              
              
              (1,041
              )
              
              
              (6
              )
              
              
              33
              
              
              
              (11
              )Comprehensive income
      (loss)
              
              $
              36,279
              
              
              $
              (725
              )
              
              $
              (839
              )
              
              $
              (361
              )Managing Shareholder - Net
      loss
              
              $
              (12
              )
              
              $
              (8
              )
              
              $
              (9
              )
              
              $
              (4
              )Shareholder (loss)
      income:Continuing
      operations
              
              $
              (1,317
              )
              
              $
              (573
              )
              
              $
              (827
              )
              
              $
              (415
              )Discontinued
      operations
              
              
              38,649
              
              
              
              (138
              )
              
              
              (36
              )
              
              
              69Net (loss) income per Investor
      Share:Continuing
      operations
              
              $
              (1,411
              )
              
              $
              (614
              )
              
              $
              (886
              )
              
              $
              (444
              )Discontinued
      operations
              
              
              41,429
              
              
              
              (148
              )
              
              
              (39
              )
              
              
              74Distributions per Investor
      Share
              
              $
              30,250
              
              
              $
              2,250
              
              
              $
              750
              
              
              $
              1,000








The
accompanying notes are an integral part of these condensed consolidated
financial statements.


2
 Table of Contents




RIDGEWOOD ELECTRIC POWER TRUST
      VCONDENSED CONSOLIDATED STATEMENTS
      OF CHANGES IN SHAREHOLDERS' EQUITY (DEFICIT)NINE MONTHS ENDED SEPTEMBER 30,
      2007 AND 2006(unaudited, in
      thousands)Managing
              
              
              TotalShareholders'
              
              
              Shareholder
              
              
              Shareholders'Equity
              
              
              (Deficit)
              
              
              EquityBalance at December 31,
      2006
              
              $
              13,435
              
              
              $
              (663
              )
              
              $
              12,772Net income
      (loss)
              
              
              37,332
              
              
              
              (12
              )
              
              
              37,320Foreign currency translation
      adjustment
              
              
              (1,041
              )
              
              
              -
              
              
              
              (1,041
              )Capital
      contributions
              
              
              879
              
              
              
              9
              
              
              
              888Cash
      distributions
              
              
              (28,217
              )
              
              
              (5
              )
              
              
              (28,222
              )Balance at September 30,
      2007
              
              $
              22,388
              
              
              $
              (671
              )
              
              $
              21,717
   Managing
              
              
              TotalShareholders'
              
              
              Shareholder
              
              
              Shareholders'Equity
              
              
              (Deficit)
              
              
              EquityBalance at December 31,
      2005
              
              $
              16,289
              
              
              $
              (635
              )
              
              $
              15,654Net loss
              
              
              (712
              )
              
              
              (7
              )
              
              
              (719
              )Foreign currency translation
      adjustment
              
              
              (6
              )
              
              
              -
              
              
              
              (6
              )Cash
      distributions
              
              
              (2,099
              )
              
              
              (21
              )
              
              
              (2,120
              )Balance at September 30,
      2006
              
              $
              13,472
              
              
              $
              (663
              )
              
              $
              12,809




















The
accompanying notes are an integral part of these condensed consolidated
financial statements.




3
 Table of Contents


RIDGEWOOD
      ELECTRIC POWER TRUST VCONDENSED
      CONSOLIDATED STATEMENTS OF CASH FLOWS(unaudited,
      in thousands)Nine
      Months Ended September 30,2007
              
              
              2006Cash
      flows from operating activities:Net
      income (loss)
              
              $
              37,320
              
              
              $
              (719
              )Adjustments
      to reconcile net income (loss) to net cash provided
                  by
      operating activities:Depreciation
      and amortization
              
              
              582
              
              
              
              5,692Forgiveness
      of unpaid and accrued interest on management fees
              
              
              888
              
              
              
              -Impairment
      of plant and equipment
              
              
              -
              
              
              
              422Gain
      on disposal of discontinued operations
              
              
              (54,979
              )
              
              
              -Loss
      on sale leaseback
              
              
              -
              
              
              
              157Amortization
      of deferred financing costs
              
              
              18
              
              
              
              87Interest
      income on notes receivable
              
              
              (303
              )
              
              
              (303
              )Minority
      interest in the earnings (loss) of subsidiaries
              
              
              16,497
              
              
              
              (209
              )Deferred
      income taxes
              
              
              (29
              )
              
              
              427Restricted
      cash
              
              
              2,482
              
              
              
              1,051Equity
      interest in income of:Maine
      Hydro
              
              
              (197
              )
              
              
              (672
              )Indeck
      Maine
              
              
              (708
              )
              
              
              (358
              )NEH
              
              
              (93
              )
              
              
              (16
              )US
      Hydro
              
              
              (67
              )
              
              
              (376
              )Cash
      distributions from Maine Hydro
              
              
              750
              
              
              
              950Cash
      distributions from US Hydro
              
              
              -
              
              
              
              1,037Changes
      in operating assets and liabilities:Accounts
      receivable
              
              
              (424
              )
              
              
              83Unbilled
      receivables
              
              
              1,441
              
              
              
              (1,363
              )Inventory
              
              
              (61
              )
              
              
              (108
              )Prepaid
      expenses and other current assets
              
              
              (208
              )
              
              
              (150
              )Accounts
      payable
              
              
              (147
              )
              
              
              659Accrued
      expenses
              
              
              3,105
              
              
              
              2,465Due
      to/from affiliates, net
              
              
              2,194
              
              
              
              1,315Other
      liabilities
              
              
              (478
              )
              
              
              571Total
      adjustments
              
              
              (29,737
              )
              
              
              11,361Net
      cash provided by operating activities
              
              
              7,583
              
              
              
              10,642Cash
      flows from investing activities:Capital
      expenditures
              
              
              (312
              )
              
              
              (8,800
              )Proceeds
      from disposal of discontinued operations, net of cash
      transferred
              
              
              67,965
              
              
              
              -Net
      cash provided by (used in) investing activities
              
              
              67,653
              
              
              
              (8,800
              )Cash
      flows from financing activities:Repayments
      of long-term debt
              
              
              (19,270
              )
              
              
              (1,985
              )(Repayments) borrowings
      from line of credit facility
              
              
              (2,349
              )
              
              
              2,000Repayments
      of capital lease obligations
              
              
              (818
              )
              
              
              (1,855
              )Cash
      distributions to minority interest
              
              
              (15,674
              )
              
              
              (79
              )Cash
      distributions to shareholders
              
              
              (28,222
              )
              
              
              (2,120
              )Net
      cash used in financing activities
              
              
              (66,333
              )
              
              
              (4,039
              )Effect
      of exchange rate on cash and cash equivalents
              
              
              (20
              )
              
              
              507Net
      increase (decrease) in cash and cash equivalents
              
              
              8,883
              
              
              
              (1,690
              )Cash
      and cash equivalents, beginning of period
              
              
              398
              
              
              
              7,706Cash
      and cash equivalents, end of period
              
              $
              9,281
              
              
              $
              6,016Supplemental
      disclosure of cash flow information:Construction
      advances converted to capital lease
              
              $
              -
              
              
              $
              14,529





The
accompanying notes are an integral part of these condensed consolidated
financial statements.




4
 Table of Contents




RIDGEWOOD
ELECTRIC POWER TRUST V
 NOTES
TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
 (unaudited, dollar amounts in
thousands)


1.   BASIS
OF PRESENTATION





The
accompanying unaudited condensed consolidated financial statements have been
prepared pursuant to the rules of the United States Securities and Exchange
Commission (the “SEC”). Certain information and footnote disclosures normally
included in consolidated financial statements prepared in accordance with
accounting principles generally accepted in the United States of America have
been condensed or omitted pursuant to SEC rules. These condensed consolidated
financial statements should be read in conjunction with the Ridgewood Electric
Power Trust V (the “Trust”) Annual Report on Form 10-K for the year ended
December 31, 2006 filed with the SEC on January 18, 2008 (the “2006 Form
10-K”). No significant changes have been made to the Trust’s accounting policies
and estimates disclosed in its 2006 Form 10-K.





In the
opinion of management, the condensed consolidated financial statements as of
September 30, 2007, and for the nine and three month periods ended September 30,
2007 and 2006, include all adjustments (consisting of normal recurring accruals)
necessary for a fair presentation of the consolidated financial position,
results of operations and cash flows for the periods presented. The results of
operations for the nine and three month periods ended September 30, 2007 and
2006 are not necessarily indicative of the results to be expected for the full
year or any other period.





The
accompanying unaudited condensed consolidated financial statements give effect
to the sale (the “Sale”) of the interests of Ridgewood UK, LLC (“RUK”) in CLPE
Holdings Limited (“CLPE”) (see Note 3). The operating results of RUK, including
CLPE, are presented as discontinued operations for the nine and three months
ended September 30, 2007 and 2006 and the balance sheet at December 31, 2006 has
been modified to present the assets and liabilities of CLPE as assets and
liabilities related to discontinued operations.





2.   DESCRIPTION
OF BUSINESS





The Trust
is a Delaware trust formed in March 1996. The Trust began offering shares on
April 12, 1996 and concluded its offering on April 15, 1998. The objective of
the Trust is to provide benefits to its shareholders through a combination of
distributions of operating cash flow and capital appreciation. The Managing
Shareholder of the Trust is Ridgewood Renewable Power LLC (“RRP” or the
“Managing Shareholder”).





The Trust
has been organized to invest primarily in independent power generation
facilities, water desalinization plants and other infrastructure projects both
in the US and abroad. The projects owned by the Trust have characteristics that
qualify the projects for government incentives. Among the possible incentives
are ancillary revenue opportunities related to the fuel used by the power plants
or tax incentives provided to projects in remote locations.





The
Trust’s accompanying condensed consolidated financial statements include the
accounts of the Trust and RUK. The Trust’s condensed consolidated financial
statements also include the Trust’s 29.2% interest in Ridgewood US Hydro
Corporation (“US Hydro”), 14.1% interest in Ridgewood Near East Holding LLC
(“NEH”), 50% interest in Ridgewood Maine Hydro Partners, L.P. (“Maine Hydro”)
and 25% interest in Indeck Maine Energy, LLC (“Indeck Maine”) which are
accounted for under the equity method of accounting as the Trust has the ability
to exercise significant influence but does not control the operating and
financial policies of theses entities.




5
 Table of Contents




RIDGEWOOD
ELECTRIC POWER TRUST V
 NOTES
TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
 (unaudited, dollar amounts in
thousands)


The Trust
owns a 69.6% interest in RUK and the remaining 30.4% minority interest is owned
by The Ridgewood Power Growth Fund (the “Growth Fund”). The interest of the
Growth Fund is presented as minority interest in the condensed consolidated
balance sheets and statements of operations. Effective with the Sale of CLPE,
RUK and the Trust, based on the Trust’s method of accounting for its operations,
no longer has consolidating operating assets.





The
Managing Shareholder announced that it intends to market the assets of NEH and
also market Indeck Maine, Maine Hydro and US Hydro for sale. These assets
represent the remaining investments of the Trust.





3.  
DISCONTINUED OPERATIONS




On
February 22, 2007, RUK completed the Sale of all of the issued and outstanding
shares of CLPE to MEIF LG Energy Limited as part of a sale agreement dated
January 23, 2007. Concurrent with the Sale, RUK and affiliated entities
terminated certain sharing agreements amongst themselves. Financial information
relating to RUK, including the gain recognized from the Sale of CLPE and the
termination of the sharing agreements, is as follows:




Nine
      Months Ended September 30,
              
              
              Three
      Months Ended September 30,2007
              
              
              2006
              
              
              2007
              
              
              2006Revenue
      from operations of discontinued business
              
              $
              7,552
              
              
              $
              31,314
              
              
              $
              -
              
              
              $
              12,112Income
      (loss) from operations of discontinued business
              
              $
              139
              
              
              $
              78
              
              
              $
              (54
              )
              
              $
              170Gain
      on disposal
              
              
              54,979
              
              
              
              -
              
              
              
              -
              
              
              
              -Income
      tax benefit (expense)
              
              
              29
              
              
              
              (427
              )
              
              
              -
              
              
              
              (109
              )Minority
      interest in the (earnings) loss of subsidiaries
              
              
              (16,497
              )
              
              
              209
              
              
              
              17
              
              
              
              8Income
      (loss) from discontinued operations
              
              $
              38,650
              
              
              $
              (140
              )
              
              $
              (37
              )
              
              $
              69


The gain
on disposal represents proceeds, less transaction costs and the net asset value
of CLPE, plus the reversal of previously recorded foreign currency translation
adjustments. The Managing Shareholder waived its right to receive its 1% of the
distributions from these transactions. As a result, the gain from the Sale and
related cash distributions, except the reversal of the current translation
adjustment, are allocated solely to Investor Shares. The currency translation
adjustment reversal is allocated on the same basis as its initial recording, 99%
to Investor Shares and 1% to the Managing Shareholder.





The
balance sheet at December 31, 2006 has been reclassified to present the assets
and related liabilities of CLPE, as assets and liabilities of discontinued
operations.  Major components of assets and liabilities of
discontinued operations at December 31, 2006 are as follows:


December
      31,Assets
              
              2006Current
      assets
              
              $
              24,272Noncurrent
      assets:Plant
      and equipment, net
              
              
              61,900Intangibles,
      net
              
              
              12,571Deferred
      financing costs, net
              
              
              423Total
      noncurrent assets
              
              
              74,894Total
      assets
              
              $
              99,166December
      31,Liabilities
              
              2006Current
      liabilities
              
              $
              30,247Noncurrent
      liabilities:Long
      term debt - noncurrent portion
              
              
              16,982Capital
      lease obligations - noncurrent portion
              
              
              43,455Construction
      advances - noncurrent portion
              
              
              9,235Deferred
      income taxes
              
              
              1,548Total
      noncurrent liabilities
              
              
              71,220Total
      liabilities
              
              $
              101,467


6
 Table of Contents




RIDGEWOOD
ELECTRIC POWER TRUST V
 NOTES
TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
 (unaudited, dollar amounts in
thousands)


Certain
of the liabilities of CLPE were paid in full and retired at the time of and in
connection with the Sale and the remaining liabilities of CLPE were assumed by
the buyer of the CLPE shares.  No liabilities of CLPE were transferred
to RUK prior to or in connection with the Sale.





4.   RECENT ACCOUNTING
PRONOUNCEMENTS




FIN
48





In
June 2006, the Financial Accounting Standards Board (“FASB”) issued FASB
Interpretation No. 48,Accounting for Uncertainty in Income Taxes (“FIN 48”) an interpretation
of Statement of Financial Accounting Standards (“SFAS”) No. 109, Accounting for Income Taxes
(“SFAS 109”). FIN 48 clarifies the accounting for uncertainty in income taxes
recognized in an enterprise’s financial statements in accordance with SFAS 109
and prescribes a recognition threshold and measurement attribute for the
financial statement recognition and measurement of a tax position taken or
expected to be taken in a tax return. FIN 48 also provides guidance on
derecognition, classification, interest and penalties, accounting in interim
periods, disclosure and transition. On February 1, 2008, the FASB
issued FASB Staff Position FIN 48-2,Effective Date of FASB
Interpretation No. 48 for Certain Nonpublic Enterprises, which deferred
the effective date of FIN 48 for non-public companies to fiscal
year beginning after December 15, 2007. The Trust has concluded that it is
eligible for this deferral and therefore, FIN 48 will become effective for the
Trust beginning January 1, 2008. The Trust is currently evaluating the impact of
adopting FIN 48 on its condensed consolidated financial statements.


SFAS
157




In
September 2006, the FASB issued SFAS No. 157,Fair
Value Measurements("SFAS
157"), to define fair value, establish a framework for measuring fair value in
accordance with generally accepted accounting principles and expand disclosures
about fair value measurements. SFAS 157 requires quantitative disclosures using
a tabular format in all periods (interim and annual) and qualitative disclosures
about the valuation techniques used to measure fair value in all annual periods.
SFAS 157 will become effective for the Trust beginning January 1, 2008.In February
2008, FASB issued Staff Position 157-2, Effective
Date of FASB Statement No. 157, which delays the effective date of
SFAS 157 for nonfinancial assets and nonfinancial liabilities for the
Trust until January 1, 2009, except for items that are recognized or
disclosed at fair value in the financial statements on a recurring basis.The Trust is currently evaluating the impact of adopting SFAS 157 on
its condensed consolidated financial
statements.




7
 Table of Contents




RIDGEWOOD
ELECTRIC POWER TRUST V
 NOTES
TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
 (unaudited, dollar amounts in
thousands)


SFAS
159





In February 2007, the FASB issued SFAS
No. 159, The Fair Value Option
for Financial Assets and Financial Liabilities (“SFAS 159”), which
expands opportunities to use fair value measurements in financial reporting and
permits entities to choose to measure many financial instruments and certain
other items at fair value. SFAS 159 will become effective for the Trust
beginning January 1, 2008. The Trust is currently evaluating the impact of
adopting SFAS 159 on its condensed consolidated financial
statements.




SFAS
160





In
December 2007, the FASB issued SFAS No. 160, Noncontrolling Interests in
Consolidated Financial Statements — an amendment of ARB No. 51
(“SFAS 160”).  SFAS 160 requires that ownership interests in
subsidiaries held by parties other than the parent, and the amount of
consolidated net income, be clearly identified, labeled, and presented in the
consolidated financial statements within equity, but separate from the parent’s
equity.  It also requires once a subsidiary is deconsolidated, any
retained noncontrolling equity investment in the former subsidiary be initially
measured at fair value. Sufficient disclosures are required to clearly identify
and distinguish between the interests of the parent and the interests of the
noncontrolling owners. SFAS 160 will be effective for the Trust beginning
January 1, 2009. The Trust is currently evaluating the impact of adopting
SFAS 160 on its condensed consolidated financial statements.





5.   INVESTMENTS





Maine
Hydro





Summarized
statements of operations data for Maine Hydro for the nine and three months
ended September 30, 2007 and 2006 is as follows:





Nine
      Months Ended
              September
      30,
            
            Three
      Months Ended
              September
      30,2007
            
            
            2006
            
            
            2007
            
            
            2006Revenues
            
            $
            2,832
            
            
            $
            3,612
            
            
            $
            97
            
            
            $
            581Gross
      profit (loss)
            
            
            728
            
            
            
            1,477
            
            
            
            (616
            )
            
            
            (106
            )Income
      (loss) from operations
            
            
            394
            
            
            
            1,393
            
            
            
            (702
            )
            
            
            (152
            )Net
      income (loss)
            
            $
            394
            
            
            $
            1,344
            
            
            $
            (702
            )
            
            $
            (167
            )Trust
      share of income (loss)
              in
      Maine Hydro
            
            $
            197
            
            
            $
            672
            
            
            $
            (351
            )
            
            $
            (83
            )




8
 Table of Contents




RIDGEWOOD
ELECTRIC POWER TRUST V
 NOTES
TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
 (unaudited, dollar amounts in
thousands)


Indeck
Maine





Summarized
statements of operations data for Indeck Maine for the nine and three months
ended September 30, 2007 and 2006 is as follows:





Nine
      Months Ended
              September
      30,
            
            
            Three
      Months Ended
              September
      30,2007
            
            
            2006
            
            
            2007
            
            
            2006Revenues
            
            $
            27,517
            
            
            $
            24,566
            
            
            $
            9,188
            
            
            $
            8,881Gross
      profit
            
            
            3,228
            
            
            
            2,531
            
            
            
            1,056
            
            
            
            1,767Income
      from operations
            
            
            2,922
            
            
            
            2,250
            
            
            
            1,013
            
            
            
            1,609Net
      income
            
            $
            1,838
            
            
            $
            1,154
            
            
            $
            653
            
            
            $
            1,256Trust
      share of income in Indeck Maine
            
            $
            708
            
            
            $
            358
            
            
            $
            260
            
            
            $
            549





The Trust
assigned the excess purchase price over the net assets acquired to fixed assets.
The Trust depreciates the fixed assets over their remaining useful lives using
the unit of production method.  Depreciation expense of $211 and $219
for the nine months ended September 30, 2007 and 2006, respectively, and
depreciation expense of $66 and $79 for the three months ended September 30,
2007 and 2006, respectively, is included in the equity income from Indeck Maine
in the condensed consolidated statements of operations.





NEH





Summarized
statements of operations data for NEH for the nine and three months ended
September 30, 2007 and 2006 is as follows:





Nine Months
      Ended
              September
      30,
            
            
            Three
      Months Ended
              September
      30,2007
            
            
            2006
            
            
            2007
            
            
            2006Revenues
            
            $
            7,548
            
            
            $
            5,993
            
            
            $
            2,885
            
            
            $
            2,456Gross
      profit
            
            
            3,000
            
            
            
            1,151
            
            
            
            1,285
            
            
            
            510Income
      from operations
            
            
            1,287
            
            
            
            263
            
            
            
            716
            
            
            
            201Net
      income
            
            $
            657
            
            
            $
            112
            
            
            $
            622
            
            
            $
            163Trust
      share of income in NEH
            
            $
            93
            
            
            $
            16
            
            
            $
            88
            
            
            $
            23




9
 Table of Contents




RIDGEWOOD
ELECTRIC POWER TRUST V
 NOTES
TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
 (unaudited, dollar amounts in
thousands)


US
Hydro





Summarized
statements of operations data for US Hydro for the nine and three months ended
September 30, 2007 and 2006 is as follows:


Nine Months
      Ended
                September
      30,
              
              
              Three
      Months Ended
                September
      30,2007
              
              
              2006
              
              
              2007
              
              
              2006Revenues
              
              $
              2,932
              
              
              $
              4,388
              
              
              $
              310
              
              
              $
              626Gross
      profit (loss)
              
              
              865
              
              
              
              2,304
              
              
              
              (420
              )
              
              
              (79
              )(Loss)
      income from operations
              
              
              (258
              )
              
              
              1,356
              
              
              
              (746
              )
              
              
              (427
              )Net
      income (loss)
              
              $
              209
              
              
              $
              1,287
              
              
              $
              (361
              )
              
              $
              (119
              )Trust
      share of income (loss) in US Hydro
              
              $
              67
              
              
              $
              376
              
              
              $
              (100
              )
              
              $
              (35
              )


6. COMMITMENTS
AND CONTINGENCIES





On August
16, 2006, the Managing Shareholder and affiliates of the Trust filed lawsuits
against the former independent registered public accounting firm for the Trust,
Perelson Weiner, LLP (“Perelson Weiner”), in New Jersey Superior Court. 
The suits alleged professional malpractice and breach of contract in connection
with audit and accounting services performed by Perelson Weiner. On October 20,
2006, Perelson Weiner filed a counterclaim against the Trust and its affiliates
alleging breach of contract due to unpaid invoices. Discovery is ongoing and no
trial date has been set. The costs and expenses of the litigation are being paid
for by the Managing Shareholder and affiliated management companies and not the
underlying investment funds, including the Trust.





On
December 30, 2005, an investor in the Trust and entities affiliated with the
Trust, Paul Bergeron, on behalf of himself and as Trustee for the Paul Bergeron
Trust (the “Plaintiff”), filed a Complaint in Suffolk Superior Court,
Commonwealth of Massachusetts, Paul Bergeron v. Ridgewood
Electric Power Trust V,et
al.,
Suffolk Superior Court, Docket No. 07-1205 BLS1 (“Bergeron I”).  The
action was brought against, among others, the Managing Shareholder and persons
who are or were officers of the Managing Shareholder alleging violations of the
Massachusetts Securities Act, as well as breach of fiduciary duty, fraud, breach
of contract, negligent misrepresentation and unjust enrichment, all related to a
set of alleged facts and allegations regarding the sale of securities of funds
(including the Trust) managed by the Managing Shareholder or affiliates of the
Managing Shareholder which were sold in private offerings and the operation of
those funds subsequent to the sale.  The Plaintiff is seeking damages
of $900 plus interest and other damages to be determined at trial.




On
January 27, 2006, the Plaintiff, on its own initiative, filed an Amended
Complaint and Jury Demand in Massachusetts Superior Court, adding a non-diverse
broker-dealer to the action.  On February 22, 2006, the case was
removed by the defendants to United States District Court for
the District of Massachusetts on the basis of diversity jurisdiction, but the
defendants alleged that the only non-diverse party had been fraudulently joined
by the Plaintiff.  On February 27, 2006, a motion to dismiss was filed
by the defendants in the District Court.  On April 12, 2006, the
District Court affirmed its jurisdiction over the case, and dismissed the
non-diverse party.  On January 10, 2007, the District Court dismissed
Plaintiff’s unjust enrichment case, but denied the motion of the defendants to
dismiss as to the remaining claims.  Presently, attorneys for the
parties are involved in discovery, with a magistrate judge having decided
motions to compel brought by the parties during the summer of 2007.  A
new scheduling order is in the process of being developed by the parties for
approval by the District Court.  As of the date of this filing, no
trial date has been set.




10
 Table of Contents




RIDGEWOOD
ELECTRIC POWER TRUST V
 NOTES
TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
 (unaudited, dollar amounts in
thousands)


On March
20, 2007, the Plaintiff commenced a derivative action, in Suffolk Superior
Court, Commonwealth of Massachusetts. Paul
Bergeron v. Ridgewood Electric Power Trust V, et
al., Suffolk Superior Court, Docket No. 07-1205 BLS1
(“Bergeron II”). The Plaintiff joined the Trust and affiliated entities,
including the Managing Shareholder and a person who is an officer of the
Managing Shareholder, alleging that the allocation of the proceeds from the sale
of certain assets of the Trust and affiliated entities to an unaffiliated entity
was unfair and sought an injunction prohibiting the distribution to shareholders
of such proceeds. The Superior Court denied the request by the Plaintiff
for an injunction. The case was then removed by the defendants to the same
District Court as Bergeron I, but the District Court remanded the case to
Massachusetts Superior Court on July 5, 2007, where it is presently pending. On
February 29, 2008, the Plaintiff filed an amended complaint in Bergeron II
adding two additional investors, one in Trust and one in the Growth Fund, as
additional plaintiffs. On March 12, 2008, the defendants’ Motion to Dismiss
Bergeron as a plaintiff in the Bergeron II matter due to potential conflicts he
has with the Bergeron I matter was denied by the Superior Court. Discovery will
now begin in the Bergeron II matter. No trial date has been set.
  All
defendants in Bergeron I and Bergeron II deny the allegations and intend to
defend both actions vigorously.





RUK gave
number of warranties and indemnities to the purchaser of CLPE. Should there be a
breach of the warranties or should an indemnifiable event occur, the buyer could
make claims against RUK. RUK purchased warranty and indemnity insurance to
minimize such risk.





The Trust
is subject to legal proceedings involving ordinary and routine claims related to
its business. The ultimate legal and financial liability with respect to
such matters cannot be estimated with certainty and requires the use of
estimates in recording liabilities for potential litigation settlements.
Estimates for losses from litigation are disclosed if considered reasonably
possible and accrued if considered probable after consultation with outside
counsel. If estimates of potential losses increase or the related facts and
circumstances change in the future, the Trust may be required to record
additional litigation expense.  While it is not possible to predict
the outcome of the litigation discussed above with certainty and some lawsuits,
claims or proceedings may be disposed of unfavorably to the Trust, based on its
evaluation of matters which are pending or asserted, the Trust’s management
believes the disposition of such matters will not have a material adverse effect
on the Trust’s business or financial statements.





7. 
TRANSACTIONS WITH MANAGING SHAREHOLDER AND AFFILIATES





The Trust
operates pursuant to the terms of a management agreement. Under the terms of the
management agreement, the Managing Shareholder provides certain management,
administrative and advisory services and office space to the Trust. In return,
the Trust is obligated to pay the Managing Shareholder an annual management fee
equal to 2.5% of the total contributed capital of the
Trust, or $2,332 annually, as compensation for such services. During the first
nine months of 2007, the Managing Shareholder forgave $888 of unpaid accrued
management fees and related interest, which were recorded as capital
contributions. The shareholders of the Trust other than the Managing Shareholder
were allocated 99% of each contribution and the Managing Shareholder was
allocated 1% so that the amount of the contribution allocated offset the amount
of the expense initially accrued.




11
 Table of Contents
  RIDGEWOOD
ELECTRIC POWER TRUST V
 NOTES
TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
 (unaudited, dollar amounts in
thousands)


The Trust
records short-term payables to and receivables from other affiliates in the
ordinary course of business. The amounts payable to and receivable from the
other affiliates do not bear interest. At September 31, 2007 and December 31,
2006, the Trust had outstanding receivables and payables as
follows:





Due
      from affiliates
              
              
              Due
      to affiliatesSeptember
      30, 2007
              
              
              December
      31, 2006
              
              
              September
      30, 2007
              
              
              December
      31, 2006Ridgewood
      Power Management LLC
              
              $
              320
              
              
              $
              329
              
              
              $
              -
              
              
              $
              -RRP
              
              
              -
              
              
              
              534
              
              
              
              313
              
              
              
              -Growth
      Fund
              
              
              349
              
              
              
              -
              
              
              
              251
              
              
              
              251US
      Hydro
              
              
              -
              
              
              
              -
              
              
              
              341
              
              
              
              13Maine
      Hydro
              
              
              -
              
              
              
              -
              
              
              
              197
              
              
              
              6Indeck
      Maine
              
              
              -
              
              
              
              -
              
              
              
              9
              
              
              
              16NEH
              
              
              4
              
              
              
              53
              
              
              
              -
              
              
              
              -PowerBanks
              
              
              -
              
              
              
              -
              
              
              
              1,229
              
              
              
              -Other
      affiliates
              
              
              66
              
              
              
              316
              
              
              
              5
              
              
              
              5Total
              
              $
              739
              
              
              $
              1,232
              
              
              $
              2,345
              
              
              $
              291




8.
 SUBSEQUENT EVENTS





In
October 2007, the Managing Shareholder announced that it intends to market for
sale the assets of NEH and in January 2008, announced that it also intends to
market for sale Indeck Maine, Maine Hydro and US Hydro.





In the fourth quarter of 2007, the
Managing Shareholder waived $1,387 due from the Trust relating to professional
services, which was recorded as a capital contribution at that time. The waiver
included $1,285 of the Trust’s intercompany payables existing at
September 30, 2007.


12
 Table of Contents


ITEM
2.  MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS




The
purpose of this discussion and analysis of the operating results and financial
condition as of September 30, 2007 is intended to help readers analyze the
accompanying financial statements, notes and other supplemental information
contained in this document.  Results of operations for the nine and
three month periods ended September 30, 2007 are not necessarily indicative of
results to be attained for any other period. This discussion and analysis should
be read in conjunction with the accompanying condensed consolidated financial
statements, notes and other supplemental information included elsewhere in this
report and Item 7. “Management’s Discussion and Analysis of Financial Condition
and Results of Operations” of the Trust’s 2006 Form 10-K.





Forward-Looking
Statements




Certain
statements discussed in this item and elsewhere in this Quarterly Report on Form
10-Q constitute forward-looking statements within the meaning of the Private
Securities Litigation Reform Act of 1995. These forward-looking statements
generally relate to the Trust’s plans, objectives and expectations for future
events and include statements about the Trust’s expectations, beliefs, plans,
objectives, intentions, assumptions and other statements that are not historical
facts.  These statements are based upon management’s opinions and
estimates as of the date they are made.  Although management believes
that the expectations reflected in these forward-looking statements are
reasonable, such forward-looking statements are subject to known and unknown
risks and uncertainties that may be beyond the Trust’s control, which could
cause actual results, performance and achievements to differ materially from the
results, performance and achievements projected, expected, expressed or implied
by the forward-looking statements. Examples of events that could cause actual
results to differ materially from historical results or those anticipated
include changes in political and economic conditions, federal or state
regulatory structures, government mandates, the ability of customers to pay for
energy received, supplies and prices of fuels, operational status of generating
plants, mechanical breakdowns, volatility in the price for electric energy,
natural gas or renewable energy. Additional information concerning the factors
that could cause actual results to differ materially from those in the
forward-looking statements is contained in, Item 1A. “Risk Factors” and
Item 7. “Management’s Discussion and Analysis of Financial Condition and
Results of Operations” of the 2006 Trust’s Form 10-K. The Trust undertakes no
obligation to publicly revise any forward-looking statements or cautionary
factors, except as required by law.





Critical
Accounting Policies and Estimates





The
following discussion and analysis of the Trust’s financial condition and
operating results is based on its condensed consolidated financial
statements.  The preparation of this Quarterly Report on Form 10-Q
requires the Trust to make estimates and assumptions that affect the reported
amount of assets and liabilities, disclosure of contingent assets and
liabilities at the date of the Trust’s condensed consolidated financial
statements, and the reported amount of revenue and expenses during the reporting
period. Actual results may differ from those estimates and
assumptions.  No material changes have been made to the Trust’s
critical accounting policies and estimates disclosed in its 2006 Form
10-K.





13
 Table of Contents


Results
of Operations and Changes in Financial Condition





Nine
months ended September 30, 2007 compared to the nine months ended September 30,
2006





General
and administrative expenses increased by $0.7 million, from $0.5 million in the
first nine months of 2006 to $1.2 million for the same period in 2007. The
increase was primarily attributable to increases in professional
fees.





For the
nine months ended September 30, 2007, the Trust recorded equity income of $0.2
million from its investment in Maine Hydro compared to equity income of $0.7
million for the same period in 2006. The decrease in equity income of $0.5
million was primarily the result of decreased energy revenues resulting from
lower production and an increase in professional fees, partially offset by a
decrease in repairs and maintenance expense in the first nine months of 2007 as
compared to the same period in 2006.





For the
nine months ended September 30, 2007, the Trust recorded equity income of $0.7
million from its investment in Indeck Maine compared to equity income of $0.4
million for the same period in 2006. The increase in equity income of
approximately $0.3 million was primarily due to increased gross profit resulting
from higher production and electricity prices in the first nine months of 2007
as compared to the same period in 2006.





For the
nine months ended September 30, 2007, the Trust recorded equity income of $0.1
million from it investment in US Hydro compared to equity income of $0.4 million
for the same period in 2006. The decrease in equity income of $0.3 million was
primarily due to lower outputs resulting from lower levels of precipitation and
an increase in professional fees expense, partially offset by an increase in
income tax benefit the first nine months of 2007 as compared to the same period
in 2006.





Interest
income increased by $0.3 million from $0.3 million in the first nine months of
2006 to $0.6 for the same period in 2007, reflecting higher average cash
balances in the 2007 period.





During
the first quarter of 2007, RUK completed the Sale of all of the issued and
outstanding shares of CLPE to MEIF LG Energy Limited. The operating results of
RUK, including CLPE, have been classified as discontinued operations for all
periods presented. Income from discontinued operations of $38.7 million includes
income from operations of RUK and gain on disposal net of income tax and
minority interest. See Note 3, “Discontinued Operations,” in the notes to
condensed consolidated financial statements contained herein for further
discussion.





Total
assets at September 30, 2007 were $24.5 million, a decrease of $90.1 million
from the December 31, 2006 balance of $114.6 million. This decrease was
primarily due to a decrease of $99.2 million in assets relating to the Sale of
CLPE and related cash distributions, partially offset by an increase of $8.9
million in cash.  Total liabilities decreased by approximately $99.1
million from $101.9 million at December 31, 2006 to $2.8 million at September
30, 2007, primarily due to the Sale of CLPE.





Three
months ended September 30, 2007 compared to the three months ended September 30,
2006





For the
three months ended September 30, 2007, the Trust recorded equity loss of $0.4
million from its investment in Maine Hydro compared to equity loss of $0.1
million in the 2006 period.
The increase in equity loss of $0.3 million was primarily the result of
decreased energy revenues resulting from lower production partially offset by a
decrease in repairs and maintenance expense in the third quarter of 2007 as
compared to the third quarter of 2006.




14
 Table of Contents




For the
three months ended September 30, 2007, the Trust recorded equity income of $0.3
million from its investment in Indeck Maine compared to equity income of $0.5
million for the same period in 2006. The decrease in equity income of
approximately $0.2 million was primarily due to an increase in repairs and
maintenance expense in the third quarter of 2007 as compared to the third
quarter of 2006.





Liquidity
and Capital Resources





Nine
months ended September 30, 2007 compared to the nine months ended September 30,
2006





At
September 30, 2007, the Trust had cash and cash equivalents of $9.3 million, an
increase of $8.9 million from December 31, 2006. The cash flows for the first
nine months of 2007 were $7.5 million provided by operating activities, $67.7
million provided by investing activities, $66.3 million used in financing
activities and a $20,000 negative effect of foreign exchange on cash and cash
equivalents.





Cash
provided by operating activities for the nine months ended September 30, 2007
was $7.5 million as compared to $10.6 million used in operating activities for
the nine months ended September 30, 2006. The increase of $3.1 million in
cash flow in the first nine months of 2007 was primarily due to the gain on
disposal of CLPE, net of minority interest.





Cash
provided by in investing activities was $67.7 million for the nine-month periods
ended September 30, 2007 compared to $8.8 million used in investing activities
for the same period in 2006. The increase of $76.5 million in cash flow was due
to the proceeds of $68 million received from the Sale of CLPE, partially offset
by a decrease of approximately $8.5 million in capital
expenditures.





Cash used
in financing activities for the first nine months of 2007 was $66.3 million
compared to $4 million for the first nine months of 2006. In the first nine
months of 2007, financing activities included cash used of $19.3 million in
repayments of the long-term debt, $0.8 million for repayments of capital lease
obligations, $43.9 million for cash distributions to shareholders and minority
interest, and $2.3 million for repayments of the line of credit. In the first
nine months of 2006, cash used in financing activities included cash used of $2
million in repayments of the long-term debt, $1.9 million for repayments of
capital lease obligations and $2.2 million in cash distributions to shareholders
and minority interest, partially offset by cash provided of $2 million in
borrowings under the line of credit.





Future
Liquidity and Capital Resource Requirements





The Trust
expects cash flows from operating activities, along with existing cash and cash
equivalents and borrowing capabilities will be sufficient to provide working
capital and fund capital expenditures for the next 12 months.


15
 Table of Contents




Off-Balance
Sheet Arrangements and Contractual Obligations





There
have been no material changes in the off-balance sheet arrangements and
contractual obligations and commitments disclosed in the Trust’s 2006 Form
10-K.




ITEM
3.   QUANTITATIVE AND QUALITATIVE DISCLOSURES
ABOUT MARKET RISK






There
have been no material changes from the quantitative and qualitative disclosures
about market risk disclosed in the Trust’s 2006 Form10-K.





ITEM
4.  CONTROLS AND PROCEDURES




In
accordance with Rule 13a-15(b) of the Securities Exchange Act of 1934, as
amended (the “Exchange Act”), the Trust’s Chief Executive Officer and Chief
Financial Officer evaluate the effectiveness of the Trust’s disclosure controls
and procedures. A system of disclosure controls and procedures is designed to
ensure that information required to be disclosed by a registrant in reports
filed pursuant to Exchange Act are recorded, processed, summarized and reported
within the time periods specified in the applicable rules and
forms.  This includes disclosure controls and procedures designed to
ensure that information required to be disclosed by a registrant is accumulated
and communicated to senior management so as to allow timely decisions regarding
required disclosure. A review of these controls and procedures was done by the
Trust as of September 30, 2007, which revealed that the following material
weaknesses previously identified continue to exist:




(i)
            a
      lack of sufficient personnel with relevant experience to develop,
      administer and monitor disclosure controls and procedures to enable the
      Trust to comply efficiently, or on a timely basis, with its financial
      reporting obligations,




(ii)
            inadequate
      disclosure controls and procedures, including inadequate record retention
      and review policies, over both foreign and US operations, that would
      enable the Trust to meet its financial reporting and disclosure
      obligations in an efficient and timely
manner.




As a
result of these weaknesses, the Trust has not timely met its reporting
obligations under the Exchange Act.





Since the
review, the Trust has implemented the following to address the above
weaknesses:





·
            During
      the fourth quarter of 2007, the Trust expanded its disclosure controls and
      procedures. The Trust documented many of its existing informal procedures,
      established a compliance-focused disclosure committee, formalized monthly
      closing procedures, implemented a corporate whistleblower policy, and
      improved corporate oversight over the Trust’s Egyptian
      operations.




The Trust
believes that the completion of the expansion of the accounting and financial
reporting staff and the implementation of the above procedures will mitigate the
above weaknesses. However, due to the Trust’s delinquencies in meeting its
filing deadlines under the Exchange Act, the Trust
expects these deficiencies to continue to be material weaknesses at least until
such time as the Trust is able to make its Exchange Act filings on a timely
basis.




16
 Table of Contents




The
Trust’s Chief Executive Officer and Chief Financial Officer have evaluated the
effectiveness of the Trust’s disclosure controls and procedures as of the end of
the period covered by this report pursuant to Rule 13a-15(b) under the Exchange
Act and concluded that, as of the end of the period covered by this report,
because of the material weaknesses noted above, the Trust’s disclosure controls
and procedures were not effective.





The
Trust’s Chief Executive Officer and Chief Financial Officer have concluded that
there was no change in the Trust's internal control over financial reporting (as
such term is defined in Rule 13a-15(f) under the Exchange Act) that occurred
during the quarter ended September 30, 2007 that has materially affected, or is
reasonably likely to materially affect, the Trust’s internal control over
financial reporting.





PART
II.   OTHER INFORMATION





ITEM
1.  LEGAL PROCEEDINGS




On August
16, 2006, the Managing Shareholder and affiliates of the Trust filed lawsuits
against the former independent registered public accounting firm for the Trust,
Perelson Weiner, LLP (“Perelson Weiner”), in New Jersey Superior Court. 
The suits alleged professional malpractice and breach of contract in connection
with audit and accounting services performed by Perelson Weiner. On October 20,
2006, Perelson Weiner filed a counterclaim against the Trust and its affiliates
alleging breach of contract due to unpaid invoices totaling $1,188,000.
Discovery is ongoing and no trial date has been set. The costs and expenses of
the litigation are being paid for by the Managing Shareholder and affiliated
management companies and not the underlying investment funds, including the
Trust.
  On
December 30, 2005, an investor in the Trust and entities affiliated with the
Trust, Paul Bergeron, on behalf of himself and as Trustee for the Paul Bergeron
Trust (the “Plaintiff”), filed a Complaint in Suffolk Superior Court,
Commonwealth of Massachusetts, Paul Bergeron v. Ridgewood Electric Power Trust
V, et al., Suffolk Superior Court, Docket No. 07-1205 BLS1 (“Bergeron I”). The
action was brought against, among others, the Managing Shareholder and persons
who are or were officers of the Managing Shareholder alleging violations of the
Massachusetts Securities Act, as well as breach of fiduciary duty, fraud, breach
of contract, negligent misrepresentation and unjust enrichment, all related to a
set of alleged facts and allegations regarding the sale of securities of funds
(including the Trust) managed by the Managing Shareholder or affiliates of the
Managing Shareholder which were sold in private offerings and the operation of
those funds subsequent to the sale. The Plaintiff is seeking damages of $900,000
plus interest and other damages to be determined at trial.
  On
January 27, 2006, the Plaintiff, on its own initiative, filed an Amended
Complaint and Jury Demand in Massachusetts Superior Court, adding a non-diverse
broker-dealer to the action. On February 22, 2006, the case was removed by the
defendants to United States District Court for the District of Massachusetts on
the basis of diversity jurisdiction, but the defendants alleged that the only
non-diverse party had been fraudulently joined by the Plaintiff. On February 27,
2006, a motion to dismiss was filed by the defendants in the District Court. On
April 12, 2006, the District Court affirmed its jurisdiction over the case, and
dismissed the non-diverse party. On January 10, 2007, the District Court
dismissed Plaintiff’s unjust enrichment case, but denied the motion of the
defendants to dismiss as to the remaining claims. Presently, attorneys for the
parties are involved in discovery, with a magistrate judge having decided
motions to compel brought by the parties during the summer of 2007. A new
scheduling order is in the process of being developed by the parties for
approval by the District Court. No trial date has been set.
  On March
20, 2007, the Plaintiff commenced a derivative action, in Suffolk Superior
Court, Commonwealth of Massachusetts. Paul
Bergeron v. Ridgewood Electric Power Trust V, et al.,Suffolk Superior Court, Docket No. 07-1205 BLS1 (“Bergeron
II”). The Plaintiff joined the Trust and affiliated entities, including the
Managing Shareholder and a person who is an officer of the Managing Shareholder,
alleging that the allocation of the proceeds from the sale of certain assets of
the Trust and affiliated entities to an unaffiliated entity was unfair and
sought an injunction prohibiting the distribution to shareholders of such
proceeds. The Superior Court denied the request by the Plaintiff for an
injunction. The case was then removed by the defendants to the same District
Court as Bergeron I, but the District Court remanded the case to Massachusetts
Superior Court on July 5, 2007, where it is presently pending. On February
29, 2008, the Plaintiff filed an amended complaint in Bergeron II adding two
additional investors, one in Trust and one in the Growth Fund, as
additional plaintiffs. On March 12, 2008, the defendants’ Motion to Dismiss
Bergeron as a plaintiff in the Bergeron II matter due to potential conflicts he
has with the Bergeron I matter was denied by the Superior Court. Discovery
will now begin in the Bergeron II matter. No trial date has been
set.
  All
defendants in Bergeron I and Bergeron II deny the allegations and intend to
defend both actions vigorously.
  ITEM
1A. RISKFACTORS





There
have been no material changes to the risk factors disclosed in the Trust’s 2006
Form 10-K.


ITEM
2.   UNREGISTERED SALES OF EQUITY SECURITIES AND
USE OF PROCEEDS




None.





ITEM
3.   DEFAULTS UPON SENIOR
SECURITIES





None.





ITEM
4.   SUBMISSION OF MATTERS TO A VOTE OF SECURITY
HOLDERS





None.





ITEM
5.   OTHER INFORMATION





None.




17
 Table of Contents





ITEM
6. EXHIBITS





Exhibits


31.1
              *
              Certification
      of Randall D. Holmes, Chief Executive Officer of the Registrant, pursuant
      to Securities Exchange Act Rule 13a-14(a).31.2
              *
              Certification
      of Jeffrey H. Strasberg, Chief Financial Officer of the Registrant,
      pursuant to Securities Exchange Act Rule
  13a-14(a).32
              *
              Certifications
      pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of
      The Sarbanes-Oxley Act of 2002, signed by Randall D. Holmes, Chief
      Executive Officer of the Registrant, and Jeffrey H. Strasberg, Chief
      Financial Officer of the
Registrant.
 _____________________
 *  Filed
herewith.






18
 Table of Contents


SIGNATURES





Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has
duly caused this report to be signed on its behalf by the undersigned, thereunto
duly authorized.






RIDGEWOOD ELECTRIC
      POWER TRUST VDate:
      March 19, 2008
                By:
                /s/ 
      Randall D. HolmesRandall
      D. HolmesChief
      Executive Officer(Principal
      Executive Officer)
  Date:
      March 19, 2008
                By:
                /s/ 
      Jeffrey H. StrasbergJeffrey
      H. StrasbergExecutive
      Vice President and Chief Financial Officer(Principal
      Financial and Accounting Officer)
    19