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 June 30, 2008




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)





Not
      Applicable(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, a non-accelerated filer, or a smaller reporting company. See
definition of “large accelerated filer”, “accelerated filer” and “smaller
reporting company” in Rule 12b-2 of the Exchange Act. (Check one):





Large accelerated
fileroAccelerated
filer oNon-accelerated fileroSmaller reporting companyx
 (Do not check if a smaller
reporting company)




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 June 30, 2008, there were 932.8877 Investor Shares
outstanding.








Table of Contents




FORM
10-Q


TABLE OF CONTENTS





PART I.
            FINANCIAL INFORMATION
            
            PageItem 1.
            Financial Statements
            
            1Item 2.
            Management’s Discussion and Analysis of Financial Condition and
      Results of Operations
            
            10Item 3.
            Quantitative and Qualitative Disclosures About Market
      Risk
            
            11Item 4.
            Controls and Procedures
            
            11PART II.
            OTHER INFORMATIONItem 1.
            Legal Proceedings
            
            12Item 1A.
            Risk Factors
            
            12Item 2.
            Unregistered Sales of Equity Securities and Use of
      Proceeds
            
            12Item 3.
            Defaults Upon Senior Securities
            
            12Item 4.
            Submission of Matters to a Vote of Security
      Holders
            
            12Item 5.
            Other Information
            
            12Item 6.
            Exhibits
            
            12SIGNATURES
            
            
            13








Table of Contents





PART I.   FINANCIAL INFORMATION




ITEM
1.   FINANCIAL STATEMENTS






RIDGEWOOD
      ELECTRIC POWER TRUST VCONDENSED
      CONSOLIDATED BALANCE SHEETS(in
      thousands, except share data)June
      30,
              
              
              December
      31,2008
              
              
              2007(unaudited)ASSETSCurrent
      assets:Cash
      and cash equivalents
              
              $
              4,589
              
              
              $
              6,892Due
      from affiliates
              
              
              1,078
              
              
              
              1,173Prepaid
      expenses and other current assets
              
              
              14
              
              
              
              32Total
      current assets
              
              
              5,681
              
              
              
              8,097Notes
      receivable, affiliates
              
              
              5,465
              
              
              
              5,263Investments
              
              
              10,456
              
              
              
              9,396Other
      assets
              
              
              285
              
              
              
              285Total
      assets
              
              $
              21,887
              
              
              $
              23,041LIABILITIES
      AND SHAREHOLDERS' EQUITYCurrent
      liabilities:Accounts
      payable and accrued expenses
              
              $
              39
              
              
              $
              144Due
      to affiliates
              
              
              400
              
              
              
              325Total
      current liabilities
              
              
              439
              
              
              
              469Minority
      interest
              
              
              277
              
              
              
              277Total
      liabilities
              
              
              716
              
              
              
              746Commitments
      and contingenciesShareholders’
      equity (deficit):Shareholders’
      equity (932.8877 Investor Shares issuedand
      outstanding)
              
              
              21,824
              
              
              
              22,951Managing
      Shareholder’s accumulated deficit(1
      management share issued and outstanding)
              
              
              (653
              )
              
              
              (656
              )Total
      shareholders’ equity
              
              
              21,171
              
              
              
              22,295Total
      liabilities and shareholders’ equity
              
              $
              21,887
              
              
              $
              23,041






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 (LOSS) INCOME(unaudited,
      in thousands, except per share data)Six
      Months Ended June 30,
              
              
              Three
      Months Ended June 30,2008
              
              
              2007
              
              
              2008
              
              
              2007Operating
      expenses:General
      and administrative expenses
              
              $
              908
              
              
              $
              850
              
              
              $
              221
              
              
              $
              254Management
      fee to Managing Shareholder
              
              
              1,166
              
              
              
              1,166
              
              
              
              583
              
              
              
              583Total
      operating expenses
              
              
              2,074
              
              
              
              2,016
              
              
              
              804
              
              
              
              837Loss
      from operations
              
              
              (2,074
              )
              
              
              (2,016
              )
              
              
              (804
              )
              
              
              (837
              )Other
      income (expense):Equity
      in income of Maine Hydro
              
              
              850
              
              
              
              548
              
              
              
              313
              
              
              
              320Equity
      in income of Indeck Maine
              
              
              524
              
              
              
              448
              
              
              
              616
              
              
              
              261Equity
      in income of NEH
              
              
              61
              
              
              
              5
              
              
              
              70
              
              
              
              57Equity
      in income of US Hydro
              
              
              131
              
              
              
              167
              
              
              
              100
              
              
              
              53Interest
      income, affiliates
              
              
              264
              
              
              
              392
              
              
              
              120
              
              
              
              245Interest
      expense
              
              
              -
              
              
              
              (14
              )
              
              
              -
              
              
              
              (5
              )Other
      expense
              
              
              -
              
              
              
              (25
              )
              
              
              -
              
              
              
              (25
              )Total
      other income, net
              
              
              1,830
              
              
              
              1,521
              
              
              
              1,219
              
              
              
              906(Loss)
      income before discontinued operations
              
              
              (244
              )
              
              
              (495
              )
              
              
              415
              
              
              
              69Income
      (loss) from discontinued operations including related gain
    ondisposal
      (see Note 3), net of income tax and minority interest
              
              
              -
              
              
              
              38,687
              
              
              
              -
              
              
              
              (116
              )Net
      (loss) income
              
              
              (244
              )
              
              
              38,192
              
              
              
              415
              
              
              
              (47
              )Foreign
      currency translation adjustment
              
              
              53
              
              
              
              (1,074
              )
              
              
              24
              
              
              
              4Comprehensive
      (loss) income
              
              $
              (191
              )
              
              $
              37,118
              
              
              $
              439
              
              
              $
              (43
              )Managing
      Shareholder - Net (loss) income
              
              $
              (2
              )
              
              $
              (3
              )
              
              $
              4
              
              
              $
              -Shareholder
      - Net (loss) income:Continuing
      operations
              
              $
              (242
              )
              
              $
              (490
              )
              
              $
              411
              
              
              $
              68Discontinued
      operations
              
              
              -
              
              
              
              38,685
              
              
              
              -
              
              
              
              (115
              )Net
      (loss) income per Investor Share:Continuing
      operations
              
              $
              (259
              )
              
              $
              (525
              )
              
              $
              440
              
              
              $
              73Discontinued
      operations
              
              
              -
              
              
              
              41,468
              
              
              
              -
              
              
              
              (123
              )Distributions
      per Investor Share
              
              $
              1,500
              
              
              $
              29,500
              
              
              $
              750
              
              
              $
              -






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 CASH FLOWS(unaudited,
      in thousands)Six
      Months Ended June 30,2008
              
              
              2007Cash
      flows from operating activities:Net
      (loss) income
              
              $
              (244
              )
              
              $
              38,192Adjustments
      to reconcile net (loss) income to net cash (used in) provided byoperating
      activities:Depreciation
      and amortization
              
              
              -
              
              
              
              583Forgiveness
      of unpaid and accrued interest on management fees
              
              
              -
              
              
              
              597Gain
      on disposal of discontinued operations
              
              
              -
              
              
              
              (54,979
              )Amortization
      of deferred financing costs
              
              
              -
              
              
              
              18Interest
      income on notes receivable
              
              
              (202
              )
              
              
              (202
              )Minority
      interest in the earnings of subsidiaries
              
              
              -
              
              
              
              16,514Deferred
      income taxes
              
              
              -
              
              
              
              (29
              )Restricted
      cash
              
              
              -
              
              
              
              2,482Equity
      interest in income of:Maine
      Hydro
              
              
              (850
              )
              
              
              (548
              )Indeck
      Maine
              
              
              (524
              )
              
              
              (448
              )NEH
              
              
              (61
              )
              
              
              (5
              )US
      Hydro
              
              
              (131
              )
              
              
              (167
              )Cash
      distributions from Maine Hydro
              
              
              850
              
              
              
              350Cash
      distributions from US Hydro
              
              
              175Changes
      in operating assets and liabilities:Accounts
      receivable
              
              
              -
              
              
              
              (424
              )Unbilled
      receivables
              
              
              -
              
              
              
              1,441Inventory
              
              
              -
              
              
              
              (61
              )Prepaid
      expenses and other current assets
              
              
              18
              
              
              
              (200
              )Accounts
      payable
              
              
              -
              
              
              
              (124
              )Accrued
      expenses
              
              
              (104
              )
              
              
              3,119Due
      to/from affiliates, net
              
              
              170
              
              
              
              1,796Other
      liabilities
              
              
              -
              
              
              
              (478
              )Total
      adjustments
              
              
              (659
              )
              
              
              (30,765
              )Net
      cash (used in) provided by operating activities
              
              
              (903
              )
              
              
              7,427Cash
      flows from investing activities:Capital
      expenditures
              
              
              -
              
              
              
              (312
              )Proceeds
      from disposal of discontinued operations, net of cash
      transferred
              
              
              -
              
              
              
              67,965Net
      cash provided by investing activities
              
              
              -
              
              
              
              67,653Cash
      flows from financing activities:Repayments
      of long-term debt
              
              
              -
              
              
              
              (19,270
              )Repayments
      of line of credit facility
              
              
              -
              
              
              
              (2,349
              )Repayments
      of capital lease obligations
              
              
              -
              
              
              
              (818
              )Cash
      distributions to minority interest
              
              
              -
              
              
              
              (15,674
              )Cash
      distributions to shareholders
              
              
              (1,400
              )
              
              
              (27,525
              )Net
      cash used in financing activities
              
              
              (1,400
              )
              
              
              (65,636
              )Effect
      of exchange rate on cash and cash equivalents
              
              
              -
              
              
              
              (21
              )Net
      (decrease) increase in cash and cash equivalents
              
              
              (2,303
              )
              
              
              9,423Cash
      and cash equivalents, beginning of period
              
              
              6,892
              
              
              
              398Cash
      and cash equivalents, end of period
              
              $
              4,589
              
              
              $
              9,821






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




3
 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, 2007 filed with the SEC on March 26, 2008 (the “2007 Form
10-K”). No significant changes have been made to the Trust’s accounting policies
and estimates disclosed in its 2007 Form 10-K.





In the
opinion of management, the condensed consolidated financial statements as of
June 30, 2008 and for the six and three months ended June 30, 2008 and
2007, 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 six and three months ended June 30, 2008 and 2007 are not
necessarily indicative of the results to be expected for the full year or any
other period.





2.  DESCRIPTION
OF BUSINESS





The Trust
is a Delaware trust formed in March 1996. The Trust began offering shares in
April 1996 and concluded its offering in April 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.





The
Trust’s accompanying condensed consolidated financial statements include the
accounts of the Trust and its majority-owned subsidiary – 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 Holdings, LLC (“NEH”), 50% interest in Ridgewood
Maine Hydro Partners, L.P. (“Maine Hydro”) and 25% interest in Indeck Maine
Energy, L.L.C. (“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 these entities.
 RUK previously owned landfill gas fired electric projects located in the
United Kingdom, which were sold in February 2007. The operating results of RUK
are presented as discontinued operations (see Note 3).





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
financial statements.





The
Managing Shareholder announced that it intends to market NEH’s assets, Indeck
Maine, Maine Hydro and US Hydro for sale. These assets represent the remaining
investments of the Trust. On June 5, 2008, NEH entered into a sale and purchase
agreement pursuant to which NEH will sell its contractual and legal interest
in the operating assets of NEH subject to various closing conditions,
including approval of shareholders of the Trust, Growth Fund and Ridgewood/Egypt
Fund. A summary of the terms and conditions of the sale has been filed on a
Current Report on Form 8-K filed with the SEC on June 13, 2008. There can
be no assurance that any such sales will occur. These assets did not meet the
qualifications to be classified as “held for sale” at June 30,
2008.




4
 Table of Contents




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




On
February 22, 2007, RUK completed the sale of all of the issued and outstanding
shares of CLPE Holdings Limited (“CLP”) 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 CLP and the termination of the sharing agreements, for the six and three
months ended June 30, 2007 were as follows:





Six
      Months
              Ended
            Three
      Months
              EndedJune
      30,2007
            
            
            June
      30,2007Revenue
      from operations of discontinued business
            
            $
            7,552
            
            
            $
            -Income
      (loss) from operations of discontinued business
            
            $
            193
            
            
            $
            (135)Gain
      on disposal
            
            
            54,979
            
            
            
            -Income
      tax benefit
            
            
            29
            
            
            
            -Minority
      interest in the (earnings) loss of subsidiaries
            
            
            (16,514
            )
            
            
            19Income
      (loss) from discontinued operations
            
            $
            38,687
            
            
            $
            (116)





The gain
on disposal represents proceeds, less transaction costs and the net asset value
of CLP, 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 are allocated solely to Investor Shares.





4. RECENT
ACCOUNTING PRONOUNCEMENTS




FIN
48




In June
2006, the Financial Accounting Standards Board (“FASB”) issued 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
years 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 for the annual period 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. 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 non-financial assets and non-financial 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 adopted SFAS
157 for financial assets and financial liabilities effective January 1, 2008,
with no material impact on its condensed consolidated financial
statements.  The Trust is currently evaluating the impact of adopting
SFAS 157 for non-financial assets and non-financial liabilities on
its condensed consolidated financial statements.





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. The Trust adopted SFAS 159 effective January 1, 2008, with no
material impact on its condensed consolidated financial statements.




5
 Table of Contents




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





SFAS
162





In
May 2008, the FASB issued SFAS No. 162, The Hierarchy of Generally Accepted
Accounting Principles (“SFAS 162”).  SFAS 162 identifies the sources
of accounting principles and the framework for selecting principles to be used
in the preparation of financial statements of nongovernmental entities that are
presented in conformity with generally accepted accounting principles in the
United States.  This statement shall be effective 60 days following the
SEC’s approval of the Public Company Accounting Oversight Board’s amendments to
AU section 411, The Meaning of
Present Fairly in Conformity with Generally Accepted Accounting
Principles. The Trust is currently evaluating the impact of adopting SFAS
162 on its condensed consolidated financial statements.





5.  INVESTMENTS





Maine
Hydro





Summarized
statements of operations data for Maine Hydro for the six and three months ended
June 30, 2008 and 2007 were as follows:




Six
      Months Ended June 30,
            
            
            Three
      Months Ended June 30,2008
            
            
            2007
            
            
            2008
            
            
            2007Revenues
            
            $
            3,174
            
            
            $
            2,735
            
            
            $
            1,355
            
            
            $
            1,521Gross
      profit
            
            
            1,862
            
            
            
            1,344
            
            
            
            701
            
            
            
            762Income
      from operations
            
            
            1,699
            
            
            
            1,096
            
            
            
            626
            
            
            
            640Net
      income
            
            
            1,699
            
            
            
            1,096
            
            
            
            626
            
            
            
            640Trust
      share of income in Maine Hydro
            
            
            850
            
            
            
            548
            
            
            
            313
            
            
            
            320





Indeck
Maine





Summarized
statements of operations data for Indeck Maine for the six and three months
ended June 30, 2008 and 2007 were as follows:




Six
      Months Ended June 30,
            
            
            Three
      Months Ended June 30,2008
            
            
            2007
            
            
            2008
            
            
            2007Revenues
            
            $
            21,165
            
            
            $
            18,329
            
            
            $
            11,707
            
            
            $
            9,194Gross
      profit
            
            
            2,660
            
            
            
            2,172
            
            
            
            2,138
            
            
            
            1,129Income
      from operations
            
            
            2,075
            
            
            
            1,909
            
            
            
            1,749
            
            
            
            1,013Net
      income
            
            
            1,332
            
            
            
            1,185
            
            
            
            1,369
            
            
            
            654Trust
      share of income in Indeck Maine
            
            
            524
            
            
            
            448
            
            
            
            616
            
            
            
            261




6
 Table of Contents




RIDGEWOOD
ELECTRIC POWER TRUST V
 NOTES
TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
 ( unaudited, dollar amounts in
thousands )
   During
the second quarter of 2008, management fees due to Indeck’s board members
totaling $933 was forgiven by the members. Indeck Maine has recorded this
forgiveness as a capital contribution. The Trust and Trust IV have each recorded
this forgiveness as a capital contribution of $467.




In
accordance with the Indeck Maine operating agreement, losses and depreciation
have been allocated to Indeck Energy Services, Inc. (“IES”) to the extent
of it adjusted capital account balance.  Prior year losses and
depreciation, in excess of the amount allocated to IES, have been allocated
equally between the Trust and Trust IV. In addition, profits are allocated
equally between the Trust and Trust IV until the priority return from operations
is received. As of June 30, 2008, the cumulative priority return was
approximately $28,000.




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 $142 and $145
for the six months ended June 30, 2008 and 2007, respectively, and depreciation
expense of $69 and $67 for the three months ended June 30, 2008 and 2007,
respectively, was 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 six and three months ended June
30, 2008 and 2007 were as follows:




Six
      Months Ended June 30,
            
            Three
      Months Ended June 30,2008
            
            
            2007
            
            
            2008
            
            
            2007Revenues
            
            $
            5,541
            
            
            $
            4,663
            
            
            $
            3,152
            
            
            $
            2,572Gross
      profit
            
            
            1,934
            
            
            
            1,715
            
            
            
            1,191
            
            
            
            1,020Income
      from operations
            
            
            665
            
            
            
            571
            
            
            
            594
            
            
            
            493Net
      income
            
            
            431
            
            
            
            35
            
            
            
            493
            
            
            
            406Trust
      share of income in NEH
            
            
            61
            
            
            
            5
            
            
            
            70
            
            
            
            57





US
Hydro





Summarized
statements of operations data for US Hydro for the six and three months ended
June 30, 2008 and 2007 were as follows:




Six
      Months Ended June 30,
            
            
            Three
      Months Ended June 30,2008
            
            
            2007
            
            
            2008
            
            
            2007Revenues
            
            $
            2,601
            
            
            $
            2,622
            
            
            $
            1,568
            
            
            $
            1,172Gross
      profit
            
            
            1,284
            
            
            
            1,291
            
            
            
            915
            
            
            
            517Income
      from operations
            
            
            466
            
            
            
            488
            
            
            
            498
            
            
            
            124Net
      income
            
            
            447
            
            
            
            570
            
            
            
            342
            
            
            
            181Trust
      share of income in US Hydro
            
            
            131
            
            
            
            167
            
            
            
            100
            
            
            
            53




7
 Table of Contents





RIDGEWOOD
ELECTRIC POWER TRUST V
 NOTES
TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
 ( unaudited, dollar amounts in
thousands )
   6.  COMMITMENTS
AND CONTINGENCIES





Indeck
Maine, along with Ridgewood Providence Partners LLP and Ridgewood Rhode Island
Generation, LLC, affiliates of Indeck Maine (collectively, the “Companies”) have
an agreement with a power marketer for which they are committed to sell a
portion of their Renewable Portfolio Standards Attributes (“RPS Attributes”)
derived from their electric generation. The agreement provides such power
marketer with six separate annual options to purchase such RPS Attributes from
2004 through 2009 at fixed prices. If the Companies fail to supply the required
number of RPS Attributes, liquidated damages may be assessed.  In
accordance with the terms of the agreement, if the power marketer elects to
exercise an annual option and the Companies produce no renewable attributes for
such option year, the Companies face maximum liquidated damages, which are
adjusted annually for the change in the consumer price index, among other
things, of up to approximately $3,800, measured using factors in effect at
December 31, 2007, for that option year and any other year in which an option
has been exercised and insufficient renewable attributes have been produced.
Indeck Maine is liable for 70% of the total liquidated damages, but may be
liable for up to 100% in the event of default by any of the Companies. In
addition, the Trust (together with several other Funds managed by the Managing
Shareholder) is a guarantor of the Companies’ obligations under the agreement
and as such, could be liable for a maximum percentage of the Companies’
liabilities under the agreement. In the fourth quarter of 2007, the power
marketer notified the Companies that it has elected to purchase the output
for 2008 as specified in the agreement. As of June 30, 2008 and 2007, the
Companies have satisfied and delivered RPS Attributes as prescribed in the
agreements and therefore no liquidated damages were incurred. In August
2008, the agreement with the power marketer was amended and the security deposit
with the power marketer was increased by $6,121 ($3,121 of which was
provided by the Trust) in exchange for the release of, among other things,
certain underlying assets that have been sold, or are being marketed for sale,
as collateral for the obligations of the Companies under the agreement. The
amendment also defers the timing on the payment for the RPS Attributes and
eliminates the limits on the liability of the Trusts under the
guarantees.





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 the Federal District Court in
Massachusetts, Paul
Bergeron v. Ridgewood Securities Corporation,et
al.
(“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 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. None of the Funds are party to this litigation. No trial date has been
set. Discovery has been completed and a Motion for Summary Judgment filed
by the Defendants is pending.





On March
20, 2007, the Plaintiff in Bergeron I commenced a derivative action, in Suffolk
County Superior Court, Commonwealth of Massachusetts,  Paul Bergeron v.RidgewoodElectric Power Trust V,et
al.
(“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. On February 29, 2008, the Plaintiff filed an
amended complaint in Bergeron II adding two additional investors, one in the
Trust and one in Growth Fund, as additional plaintiffs. Discovery is ongoing and
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
a number of warranties and indemnities to the purchaser of CLP. 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. As of the date of this filing, the Trust is unaware of any
such claims.





On August
16, 2006, the Managing Shareholder of the Trust and affiliates of the Trust
filed lawsuits against the former independent registered public accounting firm
for the Trust and several affiliated entities, 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 for the Trusts and other plaintiffs by Perelson Weiner. On
October 20, 2006, Perelson Weiner filed a counterclaim against the Trust and
other plaintiffs alleging breach of contract due to unpaid invoices with a
combined total of approximately $1,200. 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.




8
 Table of Contents




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


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 its financial statements.






9
 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  June 30, 2008 is intended to help readers analyze the
accompanying condensed consolidated financial statements, notes and other
supplemental information contained in this document.  Results of
operations for the six and three months ended June 30, 2008 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 2007 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 the
outcome of the litigation described in Part I, Item 1, Note 6. “Commitments and
Contingencies” of this report, 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 Trust’s 2007 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 2007 Form
10-K.





Results
of Operations and Changes in Financial Condition





Six
months ended June 30, 2008 compared to the six months ended June 30,
2007





General
and administrative expenses of $0.9 million for the six months ended June 30,
2008 were comparable to the six months ended June 30, 2007.





For the
six months ended June 30, 2008, the Trust recorded equity income of $0.9 million
from its investment in Maine Hydro compared to equity income of $0.5 million for
the same period in 2007. The increase in equity income of approximately $0.4
million was primarily the result of increased revenues from higher production in
the 2008 period as compared to the same period in 2007.





During
the first quarter of 2007, RUK completed the sale of all of the issued and
outstanding shares of CLP to MEIF LG Energy Limited. The operating results of
RUK, including CLP, have been classified as discontinued operations for all
periods presented. Income from discontinued operations represents 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 decreased approximately $1.1 million from $23 million at December 31,
2007 to $21.9 million at June 30, 2008. This decrease was primarily due to
decreases of $2.3 million in cash and cash equivalents partially offset by
an increase of $1.1 million in investments. Total liabilities of $0.7
million at June 30, 2008 were comparable to total liabilities at December 31,
2007.




10
 Table of Contents




Three
months ended June 30, 2008 compared to the three months ended June 30,
2007





In the
second quarter of 2008, the Trust recorded equity income of $0.6 million from
its investment in Indeck Maine compared to $0.3 million for the same period in
2007. The increase in equity income of approximately $0.3 million in the 2008
period was primarily attributable to an increase in power generation revenue
resulting from higher production rates in the 2008 period.





Liquidity
and Capital Resources





Six
months ended June 30, 2008 compared to the six months ended June 30,
2007





At June
30, 2008, the Trust had cash and cash equivalents of $4.6 million, a decrease of
$2.3 million from December 31, 2007. The cash flows for the six months ended
June 30, 2008 were $0.9 million used in operating activities and $1.4 million
used in financing activities.





Cash used
in operating activities for the six months ended June 30, 2008 was $0.9 million
compared to cash provided by operating activities of $7.4 million for the six
months ended June 30, 2007. The decrease of $8.3 million in cash provided by
operating activities in the 2008 period was primarily due to the gain on
disposal of CLP, net of minority interest, recorded for the six months ended
June 30, 2007.





There
were no cash flows from investing activity for the six months ended June 30,
2008. Cash provided by investing activities for the six months ended June 30,
2007 was $67.7 million, representing the proceeds of $68 million received from
the sale of CLP, partially offset by $0.3 million in capital
expenditures.





Cash used
in financing activities for the six months ended June 30, 2008 was $1.4 million
compared to $65.6 million for the six months ended June 30, 2007. For the six
months ended June 30, 2008, cash used in financing activities represents cash
distributions to shareholders. For the six months ended June 30, 2007, cash used
in financing activities represents $43.2 million for cash distributions to
shareholders and minority interest, $19.3 million for repayments of long-term
debt, $0.8 million for repayments of capital lease obligations, and $2.3 million
for repayments of a line of credit.





Future
Liquidity and Capital Resource Requirements





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





Off-Balance
Sheet Arrangements and Contractual Obligations





The
Trust, along with other Trusts managed by the Managing Shareholder, are jointly
and severally liable for liquidated damages if Indeck Maine and affiliates
fail to produce RPS Attributes under an agreement with a power marketer, as more
fully described in Note 6 to the Trust’s condensed consolidated financial
statements included in Part I. Item 1. “Financial Statements” of this Form
10-Q.




ITEM 3.  QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT
MARKET RISK




Not
required.





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, as defined in Exchange Act Rule 13a-15(e). Based on this
evaluation, the Trust’s Chief Executive Officer and Chief Financial Officer
concluded that the Trust’s disclosure controls and procedures were effective as
of the end of the period covered by this report  to ensure that
information required to be disclosed by a registrant in reports filed pursuant
to the Exchange Act are recorded, processed, summarized and reported within the
time periods specified in the SEC rules and forms and 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.




11
 Table of Contents




Changes
in Internal Control over Financial Reporting





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 June 30, 2008 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




There
have been no material changes to the legal proceedings disclosed in the Trust’s
2007 Form 10-K.




ITEM 1A.  RISK FACTORS





There
have been no material changes to the risk factors disclosed in the Trust’s 2007
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.




ITEM 6.   EXHIBITS




Exhibit
      No.
            Description2.1
            
            Sale
      and Purchase Agreement, dated June 5, 2008, by and among Ridgewood Near
      East Holdings LLC, RW Egyptian Holdings, LLC, Horus Private Equity Fund
      III, LP, Mariridge for Infrastructure Projects, Zaki Girges and Ridgewood
      Egypt for Infrastructure LLC.(incorporated by reference to Exhibit
      2.1 to the Current Report on Form 8-K filed by the Registrant with the SEC
      on June 13, 2008).2.2
            
            Escrow
      Agreement dated June 5, 2008 by and among Ridgewood Near East
      Holdings LLC, RW Egyptian Holdings, LLC, Horus Private Equity Fund III,
      L.P., Mairiridge for Infrastructure Projects, HSBC Egypt, Zaki
      Girges and Ridgewood Egypt for Infrastructure LLC (incorporated by
      reference to Exhibit 2.2 to the Current Report on Form 8-K filed by the
      Registrant with the SEC on June 13, 2008).10.1
            
            Loan agreement dated
      June 5, 2008 by and between Horus Private Equity Fund III, L.P. and
      Ridgewood Egypt for Infrastructure LLC (incorporated by reference to
      Exhibit 10.1 to the Current Report on Form 8-K filed by the Registrant
      with the SEC on June 13, 2008).


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.








12
 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:
      August 12, 2008
            By:
            /s/
      Randall D. HolmesRandall
      D. HolmesPresident
      and Chief Executive Officer(Principal
      Executive Officer)






Date:
      August 12, 2008
            By:
            /s/
      Jeffrey H. StrasbergJeffrey
      H. StrasbergExecutive
      Vice President and Chief Financial Officer(Principal
      Financial and Accounting Officer)







13