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 March 31, 2006
  or




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
                or Other Jurisdiction of
              Incorporation
                or Organization)
            
            (IRS
                Employer Identification Number)





1314
                King Street, Wilmington, Delaware
            
            19801(Address
                of Principal Executive Offices)
            
            (Zip
                Code)





(302)
                888-7444(Registrant’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  o  No 
x




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
      November 30, 2007, there were 932.8875 Investor Shares outstanding.










RIDGEWOOD ELECTRIC
      POWER TRUST
      V




FORM
      10-Q




INDEX




PagePART
                I.
            FINANCIAL
                INFORMATIONItem
                1.
            Financial
                Statements
            1Item
                2.
            Management’s
                Discussion and Analysis of Financial
                Conditionand
                Results of Operations
            11Item
                3.
            Quantitative
                and Qualitative Disclosures About Market
                Risk
            13Item
                4.
            Controls
                and Procedures
            14PART
                II.
            OTHER
                INFORMATIONItem
                1.
            Legal
                Proceedings
            15Item
                1A.
            Risk
                Factors
            15Item
                2.
            Unregistered
                Sales of Equity Securities and Use of
                Proceeds
            15Item
                3.
            Defaults
                Upon Senior Securities
            15Item
                4.
            Submission
                of Matters to a Vote of Security
                Holders
            15Item
                5.
            Other
                Information
            16Item
                6.
            Exhibits
            16SIGNATURES
            
            17








PART
      I.   FINANCIAL
      INFORMATION




ITEM
      1.   FINANCIAL STATEMENTS




RIDGEWOOD
        ELECTRIC POWER TRUST
        V


CONDENSED
        CONSOLIDATED BALANCE
        SHEETS
 (in
        thousands, except share
        data)


March
                31,
            
            
            December
                31,2006
            
            
            2005ASSETS
            
            (unaudited)Current
                assets:Cash
                and cash equivalents
            
            $
            7,148
            
            
            $
            7,706Restricted
                cash
            
            
            2,301
            
            
            
            3,153Accounts
                receivable
            
            
            2,852
            
            
            
            2,654Unbilled
                receivables
            
            
            4,974
            
            
            
            4,753Due
                from affiliates
            
            
            840
            
            
            
            1,775Inventory
                - consumables
            
            
            849
            
            
            
            746Prepaid
                expenses and other current assets
            
            
            246
            
            
            
            299Total
                current assets
            
            
            19,210
            
            
            
            21,086Notes
                receivable, affiliates
            
            
            5,027
            
            
            
            4,926Investments
            
            
            8,839
            
            
            
            8,633Plant
                and equipment, net
            
            
            52,309
            
            
            
            51,909Intangibles,
                net
            
            
            13,117
            
            
            
            13,368Deferred
                financing costs, net
            
            
            458
            
            
            
            481Other
                assets
            
            
            285
            
            
            
            285Total
                assets
            
            $
            99,245
            
            
            $
            100,688LIABILITIES
                AND SHAREHOLDERS' EQUITYCurrent
                liabilities:Accounts
                payable
            
            $
            2,247
            
            
            $
            2,406Accrued
                expenses
            
            
            7,886
            
            
            
            7,731Long-term
                debt - current portion
            
            
            1,970
            
            
            
            1,878Capital
                lease obligations - current portion
            
            
            3,440
            
            
            
            2,897Construction
                advances - current portion
            
            
            564
            
            
            
            578Due
                to affiliates
            
            
            637
            
            
            
            865Total
                current liabilities
            
            
            16,744
            
            
            
            16,355Long-term
                debt - noncurrent portion
            
            
            16,120
            
            
            
            16,936Capital
                lease obligations - noncurrent portion
            
            
            32,655
            
            
            
            26,898Construction
                advances - noncurrent portion
            
            
            17,034
            
            
            
            23,264Deferred
                income taxes
            
            
            1,233
            
            
            
            1,105Minority
                interest
            
            
            301
            
            
            
            476Total
                liabilities
            
            
            84,087
            
            
            
            85,034Commitments
                and contingenciesShareholders’
                equity (deficit):Shareholders’
                equity (932.8875 Investor Shares issued andoutstanding)
            
            
            15,799
            
            
            
            16,289Managing
                shareholder’s accumulated deficit (1 managementshare
                issued and outstanding)
            
            
            (641
            )
            
            
            (635
            )Total
                shareholders’ equity
            
            
            15,158
            
            
            
            15,654Total
                liabilities and shareholders’ equity
            
            $
            99,245
            
            
            $
            100,688




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


1


RIDGEWOOD
        ELECTRIC POWER TRUST
        V
 CONDENSED
        CONSOLIDATED STATEMENTS OF
        OPERATIONS AND COMPREHENSIVE LOSS
 (unaudited,
        in thousands, except per
        share data)
  Three
                  Months Ended March 31,2006
              
              
              2005Revenues
              
              $
              8,255
              
              
              $
              6,882Cost
                  of revenues
              
              
              6,720
              
              
              
              6,027Gross
                  profit
              
              
              1,535
              
              
              
              855Operating
                  expenses:General
                  and administrative expenses
              
              
              240
              
              
              
              205Management
                  fee to the Managing Shareholder
              
              
              583
              
              
              
              583Total
                  operating expenses
              
              
              823
              
              
              
              788Income
                  from operations
              
              
              712
              
              
              
              67Other
                  income (expense):Interest
                  income
              
              
              164
              
              
              
              150Interest
                  expense
              
              
              (1,432
              )
              
              
              (1,233
              )Equity
                  in income of Maine Hydro
              
              
              376
              
              
              
              226Equity
                  in income (loss) of Indeck Maine
              
              
              130
              
              
              
              (560
              )Equity
                  in loss of NEH
              
              
              (32
              )
              
              
              (96
              )Equity
                  in income of US Hydro
              
              
              203
              
              
              
              186Other
                  expense
              
              
              (152
              )
              
              
              -Other
                  expense, net
              
              
              (743
              )
              
              
              (1,327
              )Loss
                  before income taxes and minority interest
              
              
              (31
              )
              
              
              (1,260
              )Income
                  tax expense
              
              
              117
              
              
              
              26Loss
                  before minority interest
              
              
              (148
              )
              
              
              (1,286
              )Minority
                  interest in the loss of subsidiaries
              
              
              102
              
              
              
              130Net
                  loss
              
              
              (46
              )
              
              
              (1,156
              )Foreign
                  currency translation adjustment
              
              
              21
              
              
              
              (18
              )Comprehensive
                  loss
              
              $
              (25
              )
              
              $
              (1,174
              )Managing
                  Shareholder - Net loss
              
              $
              -
              
              
              $
              (12
              )Managing
                  Shareholder - Distributions
              
              
              5
              
              
              
              5Shareholders
                  - Net loss
              
              
              (46
              )
              
              
              (1,144
              )Net
                  loss per Investor Share
              
              
              (49
              )
              
              
              (1,227
              )Distributions
                  per Investor Share
              
              
              500
              
              
              
              500





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


2


RIDGEWOOD
        ELECTRIC POWER TRUST
        V
 CONDENSED
        CONSOLIDATED STATEMENTS OF
        CASH FLOWS
 (unaudited,
        in
        thousands)
  Three
                  Months Ended March 31,2006
              
              
              2005Cash
                  flows from operating activities:Net
                  cash provided by operating activities
              
              $
              2,705
              
              
              $
              910Cash
                  flows from investing activities:Capital
                  expenditures
              
              
              (1,317
              )
              
              
              (2,784
              )Cash
                  flows from financing activities:Repayments
                  of long-term debt
              
              
              (939
              )
              
              
              (879
              )Repayments
                  of capital lease obligations
              
              
              (540
              )
              
              
              (75
              )Cash
                  distributions to minority interest
              
              
              (76
              )
              
              
              (529
              )Cash
                  distributions to shareholders
              
              
              (471
              )
              
              
              (471
              )Net
                  cash used in financing activities
              
              
              (2,026
              )
              
              
              (1,954
              )Effect
                  of exchange rate on cash and cash equivalents
              
              
              80
              
              
              
              (474
              )Net
                  decrease in cash and cash equivalents
              
              
              (558
              )
              
              
              (4,302
              )Cash
                  and cash equivalents, beginning of period
              
              
              7,706
              
              
              
              20,289Cash
                  and cash equivalents, end of period
              
              $
              7,148
              
              
              $
              15,987








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


3




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, 2005 filed with the SEC on September 27, 2007 (the “2005 Form
      10-K”). No significant changes have been made to the Trust’s accounting policies
      and estimates disclosed in the 2005 Form 10-K.





In
      the
      opinion of management, the condensed consolidated financial statements as of
      March 31, 2006, and for the three-month periods ended March 31, 2006 and 2005,
      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 three months ended March 31, 2006 and 2005 are not necessarily
      indicative of the results to be expected for the full year or any other
      period.





Certain
      items in previously issued financial statements have been reclassified for
      comparative purposes. This had no effect on net loss for the three months ended
      March 31, 2006 and 2005.





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 to be owned by the Trust may have
      characteristics that qualify the projects for government incentives. Among
      the
      possible incentives is 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
      financial statements of its majority owned subsidiaries, including Ridgewood
      UK,
      LLC (“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 the
      entities mentioned above.





The
      Trust
      owns 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.


4


Ridgewood
      Electric Power Trust V Notes
        to Condensed Consolidated
        Financial Statements
 (unaudited,
        dollar amounts in thousands)


In
      the
      first quarter of 2007, RUK sold its interests in CLPE Holdings Ltd. (“CLP”) as
      discussed in Note 8. As a result, operating results of the Trust beginning
      in
      2007 will be significantly different than reported for historical
      periods.





3.   INVESTMENTS





The
      Trust’s investments include a 50% interest in Maine Hydro, 25% interest in
      Indeck Maine, 14.1% interest in NEH and 29.2% interest in US Hydro.





Maine
      Hydro





Summarized
      statements of operations data for Maine Hydro for the three months ended March
      31, 2006 and 2005 is as follows:





March
                31,2006
            
            
            2005Revenues
            
            $
            1,520
            
            
            $
            1,181Gross
                  profit
            
            
            796
            
            
            
            549Income
                  from operations
            
            
            767
            
            
            
            518Net
                  income
            
            $
            752
            
            
            $
            452Trust
                  share of income in Maine Hydro
            
            $
            376
            
            
            $
            226





Indeck
      Maine





Summarized
      statements of operations data for Indeck Maine for the three months ended March
      31, 2006 and 2005 is as follows:





March
                31,2006
            
            
            2005Revenues
            
            $
            8,346
            
            
            $
            4,222Gross
                  profit (loss)
            
            
            842
            
            
            
            (766
            )Income
                  (loss) from operations
            
            
            789
            
            
            
            (835
            )Net
                  income (loss)
            
            $
            412
            
            
            $
            (1,124
            )Trust
                share of income (loss) in Indeck Maine
            
            $
            130
            
            
            $
            (560
            )


5




Ridgewood
      Electric Power Trust V


Notes
      to Condensed Consolidated
      Financial Statements


(unaudited,
      dollar amounts in thousands)




The
      Trust
      and Ridgewood Electric Power Trust IV (collectively, the “Ridgewood Indeck
      Investors”) have a preferred membership interest in Indeck Maine which entitles
      them to receive all net cash flow from operations each year until they receive
      an 18% annual cumulative return on their capital contributions to Indeck
      Maine.





NEH





Summarized
      statements of operations data for NEH for the three months ended March 31,
      2006
      and 2005 is as follows:


March
                31,2006
            
            
            2005Revenues
            
            $
            1,546
            
            
            $
            1,208Gross
                  profit
            
            
            74
            
            
            
            27Loss
                  from operations
            
            
            (193)
            
            
            
            (1,113
            )Net
                  loss
            
            $
            (224
            )
            
            $
            (679
            )Trust
                  share of loss in NEH
            
            $
            (32
            )
            
            $
            (96
            )





US
      Hydro





Summarized
      statements of operations data for US Hydro for the three months ended March
      31,
      2006 and 2005 is as follows:




March
                31,2006
            
            
            2005Revenues
            
            $
            1,916
            
            
            $
            1,707Gross
                  profit
            
            
            1,159
            
            
            
            947Income
                  from operations
            
            
            847
            
            
            
            654Net
                  income
            
            $
            696
            
            
            $
            636Trust
                  share of income in US Hydro
            
            $
            203
            
            
            $
            186





4.    INCOME
      TAX





Income
      tax expense represents foreign taxes provided for by CLP. CLP has calculated
      its
      quarterly tax provision based upon its projected annual effective tax
      rate.  No provision is made for US income taxes in the
      accompanying consolidated financial statements as the income or losses of the
      Trust
      are
      passed through and included in the income tax returns of the individual
      shareholders of the Trust.  As a result, changes in the Trust’s pre-tax
      income (loss) do not necessarily lead to changes in income tax expense,
      thereby resulting in volatility of the effective tax
      rate.


6


Ridgewood
      Electric Power Trust V Notes
        to Condensed Consolidated
        Financial Statements
 (unaudited,
        dollar amounts in thousands)


5.    CAPITAL
      LEASE OBLIGATIONS AND CONSTRUCTION ADVANCES





As
      of
      March 31, 2006 and December 31, 2005, RUK’s capital lease obligations and
      construction advances outstanding with the respective PowerBank (each a
“PowerBank” and collectively, the “PowerBanks”) Funds were as
      follows:





Capital
                  Lease Obligations
              
              
              Construction
                  AdvancesMarch
                  31,
              
              
              December
                  31,
              
              
              March
                  31,
              
              
              December
                  31,2006
              
              
              2005
              
              
              2006
              
              
              2005PowerBank
                  I
              
              $
              8,861
              
              
              $
              8,939
              
              
              $
              -
              
              
              $
              -PowerBank
                  II
              
              
              14,728
              
              
              
              14,206
              
              
              
              1,331
              
              
              
              1,902PowerBank
                  III
              
              
              11,649
              
              
              
              5,750
              
              
              
              7,394
              
              
              
              13,164PowerBank
                  IV
              
              
              -
              
              
              
              -
              
              
              
              8,873
              
              
              
              8,776$
              35,238
              
              
              $
              28,895
              
              
              $
              17,598
              
              
              $
              23,842





In
      addition to the PowerBank capital lease arrangements, RUK leases certain
      vehicles and equipment under multiple lease agreements which vary in terms
      and
      rates ranging from 7.4% to 8.9%. At March 31, 2006 and December 31, 2005,
      the capital lease obligation for these assets was $857 and $900,
      respectively.





At
      March
      31, 2006, remaining scheduled repayments of capital lease obligations were
      as
      follows:




2006
                  (9 months)
              
              $
              7,1092007
              
              
              6,7862008
              
              
              6,7772009
              
              
              6,7772010
              
              
              6,7542011
              
              
              6,651Thereafter
              
              
              17,63258,486Less:
                  imputed  interest
              
              
              (22,391
              )Present
                  value of net minimum lease payments
              
              $
              36,095




6.    COMMITMENTS
      AND CONTINGENCIES





On
      November 10, 2003, RUK entered into
      an equipment purchase agreement with its main supplier for the purchase of
      the
      electricity generation equipment constituting the primary element of the
      projects making up RUK’s future expansion.  The sale price of the
      equipment was negotiated in euros and the contract allowed RUK to fix the euro
      price for a substantial portion of its future construction costs.  As
      of December 31, 2005, all of the units provided for in the equipment purchase
      agreement had either been delivered or had been ordered with delivery
      pending.  A portion of the required payments with respect to the
      engine/generator sets remains outstanding pending full performance by the
      equipment supplier.  The total of these payment obligations was
      approximately $4,056 at March 31, 2006 and payments were subject to and
      contingent on supplier performance in subsequent periods.  The engines
      acquired are used in RUK’s continued expansion under the UK’s Renewable
      Obligation incentive program.


7


Ridgewood
      Electric Power Trust V Notes
        to Condensed Consolidated
        Financial Statements
 (unaudited,
        dollar amounts in thousands)


7.      RELATED
      PARTY TRANSACTIONS





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 March 31, 2006 and December 31, 2005,
      the Trust had outstanding payables and receivables as follows:






March
                  31,
              
              
              December
                  31,
              
              
              March
                  31,
              
              
              December
                  31,2006
              
              
              2005
              
              
              2006
              
              
              2005Due
                  from affiliates
              
              
              Due
                  to affiliatesRidgewood
                  Power Management LLC
              
              $
              557
              
              
              $
              512
              
              
              $
              253
              
              
              $
              -RRP
              
              
              -
              
              
              
              534
              
              
              
              -
              
              
              
              -Growth
                  Fund
              
              
              -
              
              
              
              -
              
              
              
              239
              
              
              
              446US
                  Hydro
              
              
              -
              
              
              
              -
              
              
              
              118
              
              
              
              403Maine
                  Hydro
              
              
              -
              
              
              
              44
              
              
              
              23
              
              
              
              -NEH
              
              
              103
              
              
              
              115
              
              
              
              -
              
              
              
              -Ridgewood
                  Providence B
              
              
              -
              
              
              
              207
              
              
              
              -
              
              
              
              -PowerBanks
              
              
              180
              
              
              
              363
              
              
              
              -
              
              
              
              -Other
                  affiliates
              
              
              -
              
              
              
              -
              
              
              
              4
              
              
              
              16Total
              
              $
              840
              
              
              $
              1,775
              
              
              $
              637
              
              
              $
              865


8.    
       SUBSEQUENT EVENTS





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
      August
      28, 2006, Indeck Maine and Commerce Bank amended its mortgage loan note and
      subordination agreement, permitting Indeck Maine to repay up to $2,500 of its
      subordinated notes to the Ridgewood Indeck Investors and Indeck Energy Services,
      Inc. (“Indeck”) in calendar year 2006. On December 18, 2006, Indeck Maine paid
      approximately $1,883 of interest on the subordinated notes payable to the
      Ridgewood Indeck Investors and Indeck, including $471 to the Trust.




On
      January 23, 2007, RUK entered into an agreement (the "Sale Agreement") along
      with Arbutus and the PowerBanks (the “Sellers”), and MEIF LG Energy Limited (the
      "Buyer"). At that time, RUK owned 88% of the issued and outstanding shares
      of
      CLP and the remaining 12% of CLP was owned by Arbutus Energy Ltd. (Jersey)
      (“Arbutus”). On February 22, 2007, RUK completed the sale (the “Sale”) of all of
      the issued and outstanding shares of CLP (the “Shares”). These assets did
      not meet the criteria for classification as Held for Sale at the end of any
      reporting period presented in the consolidated financial statements contained
      in
      this report.


8


Ridgewood
      Electric Power Trust V Notes
        to Condensed Consolidated
        Financial Statements
 (unaudited,
        dollar amounts in thousands)


Under
      the
      Sale Agreement, the Buyer agreed to buy (i) 100% of the issued and outstanding
      Shares from RUK and Arbutus, and (ii) substantially all of the assets (the
      "Assets") of the PowerBanks. The Assets and the Shares constituted all the
      landfill gas business located in the United Kingdom of RUK and of the
      PowerBanks.





In
      accordance with the Sale Agreement, at closing, the Buyer paid an aggregate
      purchase price for the Shares and the Assets of £117.8 million ($229,500),
      subject to a working capital adjustment that resulted in an increase to the
      purchase price of £4.2 million ($8,200). After adjustment, the purchase price
      for the Shares was £25.1 million ($48,900), of which £22.1 million ($43,100) was
      attributable to the Shares sold by RUK. Taking into account payments made to
      RUK
      pursuant to certain sharing arrangements with the PowerBanks, the total gross
      sales proceeds to RUK were £27.6 million ($53,800).





On
      February 23, 2007, the Manager caused a portion of the sales proceeds to be
      converted from sterling into US dollars, which was done at the rate of 1.9483
      US
      dollars for each pound sterling. On March 27, 2007, a subsequent conversion
      took
      place at an exchange rate of 1.9604 US dollars for each pound
      sterling.





The
      Sellers gave a number of warranties and indemnities to the Buyer in connection
      with the Sale that it considers typical of such transactions. Should there
      be a
      breach or breaches of the warranties or should an indemnifiable event occur,
      the
      Buyer could make claims against the Sellers including RUK. Management of RUK
      does not believe there is a material likelihood that such a claim will arise
      or
      that, should such a claim arise, RUK would incur a material liability. This
      belief is based, in part, on the Sellers having purchased warranty and indemnity
      insurance to minimize such risk. There are no current plans to reserve or
      provide an escrow for the contingent liabilities represented by these warranties
      and indemnities. RUK has distributed all but a nominal amount of the Sale
      proceeds to its shareholders.





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.


9




Ridgewood
      Electric Power Trust V Notes
      to Condensed Consolidated
      Financial Statements (unaudited,
        dollar amounts in thousands)


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 the filing, 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.





All
      defendants in Bergeron I and Bergeron II deny the allegations and intend to
      defend both actions vigorously.





In
      October 2007, the Managing Shareholder announced that it intends to market
      the
      assets of NEH for sale.




10


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 at March 31, 2006 is intended to help readers analyze the accompanying
      financial statements, notes and other supplemental information contained in
      this
      document. Results of operations for the three-month period ended March 31,
      2006
      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 financial statements, notes and other supplemental information
      included elsewhere in this report and Part II, Item 7. “Management’s Discussion
      and Analysis of Financial Condition and Results of Operations” of the Trust’s
      2005 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 Part I, Item 1A. “Risk Factors” and
      Part II, Item 7. “Management’s Discussion and Analysis of Financial
      Condition and Results of Operations”, of the 2005 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 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
      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 the 2005 Form
      10-K.


11





Results
      of Operations and Changes in
      Financial Condition





Three
      months ended March 31, 2006
      compared to the three months ended March 31, 2005





Total
      revenues increased approximately $1.4 million, or 20%, from $6.9 million in
      the
      first quarter of 2005 to $8.3 million in the first quarter of 2006. This
      increase was primarily due to increased RUK output which was driven by higher
      capacity and prices. Production output increased by 7,179 megawatt hours
      (“MWh”), or 9.3%, to 84,518 MWh for the three months ended March 31, 2006
      compared to the 2005 period.





Cost
      of
      revenues for the first quarter of 2006 was $6.7 million compared to $6 million
      in the first quarter of 2005, an increase of approximately $0.7 million, or
      11.5%. This increase was primarily due to increased variable payments made
      to
      the PowerBanks of $0.9 million and higher royalty expenses of $0.3 million,
      both
      driven by increased output, partially offset by a decrease of $0.2 million
      in
      headcount expenses.





Gross
      profit for the first quarter of 2006 was $1.5 million as compared to $0.9
      million for the first quarter of 2005, an increase of $0.6 million, or
      79.5%.  Gross profit margin for the three months ended March 31, 2006
      increased to 18.6% from 12.4% for the same period in 2005 due to higher revenues
      associated with the development of new projects which resulted in increased
      production output and higher prices. Cost of revenues as a percentage of
      revenues for the three months ended March 31, 2006 was 81.4% as compared to
      87.6% for the same period in 2005.





Interest
      expense for the first quarter of 2006 was $1.4 million compared to $1.2 million
      for the same period in 2005. The increase of approximately $0.2 million was
      primarily due to increased capital lease obligations associated with the RUK
      expansion program.





For
      the
      first quarter of 2006, the Trust recorded equity income of $0.4 million from
      its
      investment in Maine Hydro compared to equity income of $0.2 million for the
      same
      period in 2005. The increase of approximately $0.2 million in equity income
      was
      primarily due to an increase in revenues from higher production in the first
      quarter of 2006.





For
      the
      first quarter of 2006, the Trust recorded equity income of $0.1 million from
      its
      investment in Indeck Maine compared to an equity loss of $0.6 million for the
      same period in 2005.  The increase in equity income of approximately
      $0.7 million was primarily due to an increase in gross profit at Indeck Maine
      resulting from higher production in the first quarter of 2006, partially offset
      by an increase in interest expense payable on member loans.





Other
      expense was $0.2 million for the first quarter of 2006 due to a loss on the
      sale
      of a lease-back of plant and equipment.





Total
      assets at March 31, 2006 were $99.2 million, a decrease of approximately $1.5
      million from the December 31, 2005 balance of $100.7 million. Decreases of
      $1
      million in due from affiliates, $0.9 million in restricted cash and $0.6 million
      in cash and cash equivalents were partially offset by increases in plant and
      equipment of $0.4 million, and $0.2 million each in unbilled receivables and
      investments. Total liabilities decreased by $0.9 million from $85 million at
      December 31, 2005 to $84.1 million at March 31, 2006. During the first quarter
      of 2006, construction advances decreased
      by $6.2 million primarily due to the conversion of construction advances to
      capital leases at the time when the project reached commercial operation. In
      addition, accounts payable, due to affiliates and minority interest decreased
      by
      $0.2 million each, offset by increased capital leases of $6.3 million during
      the
      first quarter of 2006.


12




Liquidity
      and Capital
      Resources





Three
      months ended March 31, 2006
      compared to the three months ended March 31, 2005





As
      of
      March 31, 2006, the Trust had cash and cash equivalents of $7.1 million, a
      decrease of approximately $0.6 million from December 31, 2005. The cash flow
      for
      the three months ended March 31, 2006 were $2.7 million provided by operating
      activities, $1.3 million used in investing activities, $2 million used in
      financing activities and $80,000 positive effect of foreign exchange on cash
      and
      cash equivalents.




Cash
      provided by operating activities for the three months ended March 31, 2006
      was
      $2.7 million compared to $0.9 million for the three months ended March 31,
      2005.
      The increase of approximately $1.8 million in cash flow was primarily due to
      increases in net due to/from affiliates, accrued expenses and revenues,
      partially offset by decrease in restricted cash.





Cash
      used
      in investing activities for the three months ended March 31, 2006 was $1.3
      million compared to $2.8 million for the three months ended March 31, 2005.
      The
      decrease of approximately $1.5 million in cash flow was due to a decrease in
      capital expenditures.





Cash
      used
      in financing activities for the first quarter of 2006 was $2 million which
      was
      comparable to the same period in 2005. In the first quarter of 2006, cash
      used in financing activities included $0.5 million for repayments of capital
      lease obligations, $0.9 million for repayments of the long-term debt and $0.5
      million for cash distributions to shareholders.  In the first quarter
of 2005, cash used in financing activities primarily included $1 million in
      cash
      distributions to shareholders and minority interest and $0.9 million of
      repayments of the long-term debt.





Future
      Liquidity and Capital Resource
      Requirements





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





Off-Balance
      Sheet Arrangements and
      Contractual Obligations





The
      Trust
      does not have any off-balance sheet arrangements or contractual obligations
      as
      of March 31, 2006, except as discussed in the 2005 Form 10-K.


ITEM
        3.   QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET
        RISK




The
      Trust
      is exposed to certain market risks associated with interest rates, foreign
      exchange rates and commodity prices. The Trust does not utilize financial
      instruments and other contracts to hedge against such fluctuations and does
      not
      enter into derivative instruments for trading or speculative
      purposes. There have been no material changes from the quantitative and
      qualitative disclosures about market risk previously disclosed in the 2005
      Form
      10-K.


13





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 with the 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 March
      31,
      2006 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.





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 March 31, 2006 that has materially affected, or is
      reasonably likely to materially affect, the Trust's internal control over
      financial reporting.





Since
      the
      review, the Trust has implemented the following changes in internal control
      over
      financial reporting:




·
            Increased
                the number of degreed accountants. Additional staff expansion is
                underway.





·
            Engaged
                a national accounting firm to evaluate procedures and controls over
                financial reporting. The firm made a report to the Managing Shareholder
                in
                May 2006, which has implemented some of the firm’s recommendations, and is
                in the process of evaluating the remaining
                recommendations.





·
            In
                August 2006, engaged a national accounting firm to supply accounting
                personnel to assist while personnel hiring is underway. The work
                performed
                by the firm is under the direct supervision of the Trust’s Chief Financial
                Officer and Controller.


14





·
            In
                May 2007, the Trust appointed a new Chief Financial Officer who is
                a
                Certified Public Accountant with approximately 29 years of professional
                accounting experience, including prior experiences as a financial
                officer of publicly traded
                companies.




The
      Trust
      believes that the completion of the expansion of the accounting and financial
      reporting staff and implementation of recommended 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
      no
      longer delinquent in its Exchange Act filings.




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.





PART
      II.   OTHER
      INFORMATION





ITEM
      1.  LEGAL PROCEEDINGS




There
      have been no material changes to the legal proceedings disclosed in the 2005
      Form 10-K.





ITEM
      1A. RISK
      FACTORS





For
      information regarding factors that could affect the Trust’s results of
      operations, financial condition and liquidity, see the risk factors discussed
      under “Risk Factors”  in Item 1A of the 2005 Form
      10-K.  There have been no material changes from the risk factors
      previously disclosed in such Form 10-K.


ITEM2.   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.


15


ITEM
      5.   OTHER INFORMATION





None.





ITEM6.
      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.











16


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: 
                December 20, 2007
            By:
            /s/ 
                Randall D. HolmesRandall
                D. HolmesChief
                Executive Officer(Principal
                Executive Officer)




Date: 
                December 20, 2007
            By:
            /s/ 
                Jeffrey H. StrasbergJeffrey
                H. StrasbergExecutive
                Vice President and
              Chief
                Financial Officer(Principal
                Financial and Accounting Officer)











17