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 March 31,
2007





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   oAccelerated
filer   oNon-accelerated
filer   x




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




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







Table of Contents




FORM
10-Q




TABLE OF CONTENTS





PagePART
      I.
                FINANCIAL
      INFORMATIONItem 1.
                Financial Statements
                1Item 2.
                Management’s Discussion and Analysis of Financial
      Condition
                  and Results of Operations
                12Item 3.
                Quantitative and Qualitative Disclosures About Market
      Risk
                14Item 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
                15Item 6.
                Exhibits
                16SIGNATURES
                
                17
 Table of Contents


PART
I.   FINANCIAL INFORMATION




ITEM
1.   FINANCIAL STATEMENTS




RIDGEWOOD
      ELECTRIC POWER TRUST VCONDENSED
      CONSOLIDATED BALANCE SHEETS(in
      thousands, except share data)March 31,
                
                
                December
      31,2007
                
                
                2006ASSETS
                
                (unaudited)Current
      assets:Cash
      and cash equivalents
                
                $
                12,496
                
                
                $
                398Current
      assets related to discontinued operations
                
                
                -
                
                
                
                24,272Due
      from affiliates
                
                
                339
                
                
                
                1,232Prepaid
      expenses and other current assets
                
                
                27
                
                
                
                26Total
      current assets
                
                
                12,862
                
                
                
                25,928Notes
      receivable, affiliates
                
                
                4,960
                
                
                
                4,859Investments
                
                
                8,780
                
                
                
                8,657Noncurrent
      assets related to discontinued operations
                
                
                -
                
                
                
                74,894Other
      assets
                
                
                285
                
                
                
                285Total
      assets
                
                $
                26,887
                
                
                $
                114,623LIABILITIES
      AND SHAREHOLDERS' EQUITYCurrent
      liabilities:Accounts
      payable and accrued expenses
                
                $
                102
                
                
                $
                93Current
      liabilities relating to discontinued operations
                
                
                -
                
                
                
                30,247Due
      to affiliates
                
                
                1,271
                
                
                
                291Total
      current liabilities
                
                
                1,373
                
                
                
                30,631Minority
      interest
                
                
                2,806
                
                
                
                -Noncurrent
      liabilities related to discontinued operations
                
                
                -
                
                
                
                71,220Total
      liabilities
                
                
                4,179
                
                
                
                101,851Commitments
      and contingenciesShareholders’
      equity (deficit):Shareholders’
      equity (932.8875 Investor Shares issued andoutstanding)
                
                
                23,376
                
                
                
                13,435Managing
      Shareholder’s accumulated deficit (1 managementshare
      issued and outstanding)
                
                
                (668
                )
                
                
                (663
                )Total
      shareholders’ equity
                
                
                22,708
                
                
                
                12,772Total
      liabilities and shareholders’ equity
                
                $
                26,887
                
                
                $
                114,623


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


1
 Table of Contents




RIDGEWOOD
      ELECTRIC POWER TRUST VCONDENSED
      CONSOLIDATED STATEMENTS OF OPERATIONSAND
      COMPREHENSIVE INCOME (LOSS)(unaudited,
      in thousands, except per share data)Three
      Months Ended March 31,2007
              
              
              2006Operating
      expenses:General
      and administrative expenses
              
              $
              596
              
              
              $
              100Management
      fee to Managing Shareholder
              
              
              583
              
              
              
              583Total
      operating expenses
              
              
              1,179
              
              
              
              683Loss
      from operations
              
              
              (1,179
              )
              
              
              (683
              )Other
      income (expense):Equity in income of Maine Hydro
              
              
              228
              
              
              
              376Equity in income of Indeck Maine
              
              
              187
              
              
              
              130Equity in loss of NEH
              
              
              (52
              )
              
              
              (32
              )Equity in income of US Hydro
              
              
              114
              
              
              
              203Interest income
              
              
              147
              
              
              
              109Interest expense
              
              
              (9
              )
              
              
              (9
              )Total
      other income, net
              
              
              615
              
              
              
              777(Loss)
      income before discontinued operations
              
              
              (564
              )
              
              
              94Income
      (loss) from discontinued operations including related gain
    ondisposal
      (see Note 3), net of income tax and minority interest
              
              
              38,803
              
              
              
              (140
              )Net
      income (loss)
              
              
              38,239
              
              
              
              (46
              )Foreign
      currency translation adjustment
              
              
              (1,078
              )
              
              
              21Comprehensive
      income (loss)
              
              $
              37,161
              
              
              $
              (25
              )Managing
      Shareholder - Net loss
              
              $
              (3
              )
              
              $
              -Shareholder
      - Net (loss) income:Continuing operations
              
              $
              (558
              )
              
              $
              93Discontinued operations
              
              
              38,800
              
              
              
              (139
              )Net
      (loss) income per Investor Share:Continuing operations
              
              $
              (598
              )
              
              $
              101Discontinued operations
              
              
              41,591
              
              
              
              (150
              )Distributions
      per Investor Share
              
              $
              29,500
              
              
              $
              500


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


2
 Table of Contents


RIDGEWOOD
      ELECTRIC POWER TRUST VCONDENSED
      CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY
      (DEFICIT)THREE
      MONTHS ENDED MARCH 31, 2007 AND 2006(unaudited,
      in thousands)Managing
              
              
              TotalShareholders'
              
              
              Shareholder
              
              
              Shareholders'Equity
              
              
              (Deficit)
              
              
              EquityBalance
      at December 31, 2006
              
              $
              13,435
              
              
              $
              (663
              )
              
              $
              12,772Net
      income (loss)
              
              
              38,242
              
              
              
              (3
              )
              
              
              38,239Foreign
      currency translation adjustment
              
              
              (1,078
              )
              
              
              -
              
              
              
              (1,078
              )Capital
      contributions
              
              
              297
              
              
              
              3
              
              
              
              300Cash
      distributions
              
              
              (27,520
              )
              
              
              (5
              )
              
              
              (27,525
              )Balance
      at March 31, 2007
              
              $
              23,376
              
              
              $
              (668
              )
              
              $
              22,708Managing
              
              
              TotalShareholders'
              
              
              Shareholder
              
              
              Shareholders'Equity
              
              
              (Deficit)
              
              
              EquityBalance
      at December 31, 2005
              
              $
              16,289
              
              
              $
              (635
              )
              
              $
              15,654Net
      loss
              
              
              (46
              )
              
              
              -
              
              
              
              (46
              )Foreign
      currency translation adjustment
              
              
              21
              
              
              
              -
              
              
              
              21Cash
      distributions
              
              
              (465
              )
              
              
              (6
              )
              
              
              (471
              )Balance
      at March 31, 2006
              
              $
              15,799
              
              
              $
              (641
              )
              
              $
              15,158


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


3
 Table of Contents


RIDGEWOOD
      ELECTRIC POWER TRUST VCONDENSED
      CONSOLIDATED STATEMENTS OF CASH FLOWS(unaudited,
      in thousands)Three
      Months Ended March 31,2007
              
              
              2006Cash
      flows from operating activities:Net
      income (loss)
              
              $
              38,239
              
              
              $
              (46
              )Adjustments
      to reconcile net income (loss) to net cash provided by
                operating
      activities:Depreciation and amortization
              
              
              583
              
              
              
              1,735Forgiveness of unpaid and accrued interest on management
    fees
              
              
              300
              
              
              
              -Gain on disposal of discontinued operations
              
              
              (54,979
              )
              
              
              -Loss on sale leaseback
              
              
              -
              
              
              
              151Amortization of deferred financing costs
              
              
              18
              
              
              
              28Interest income on notes receivable
              
              
              (101
              )
              
              
              (101
              )Minority interest in the earnings (loss) of subsidiaries
              
              
              16,533
              
              
              
              (102
              )Deferred income taxes
              
              
              (29
              )
              
              
              117Restricted cash
              
              
              2,482
              
              
              
              892Equity interest in (income) loss of:Maine Hydro
              
              
              (228
              )
              
              
              (376
              )Indeck Maine
              
              
              (187
              )
              
              
              (130
              )NEH
              
              
              52
              
              
              
              32US Hydro
              
              
              (114
              )
              
              
              (203
              )Cash distributions from Maine Hydro
              
              
              350
              
              
              
              200Cash distributions from US Hydro
              
              
              -
              
              
              
              283Changes in operating assets and liabilities:Accounts receivable
              
              
              (426
              )
              
              
              (170
              )Unbilled receivables
              
              
              1,441
              
              
              
              (170
              )Inventory
              
              
              (61
              )
              
              
              (95
              )Prepaid expenses and other current
      assets
              
              
              (180
              )
              
              
              -Other assets
              
              
              -
              
              
              
              56Accounts payable
              
              
              (90
              )
              
              
              (184
              )Accrued expenses
              
              
              3,006
              
              
              
              73Due to/from affiliates, net
              
              
              1,519
              
              
              
              707Other liabilities
              
              
              (478
              )
              
              
              8Total adjustments
              
              
              (30,589
              )
              
              
              2,751Net cash provided by operating activities
              
              
              7,650
              
              
              
              2,705Cash
      flows from investing activities:Capital expenditures
              
              
              (312
              )
              
              
              (1,317
              )Proceeds from disposal of discontinued operations, net of cash
      transferred
              
              
              67,965
              
              
              
              -Net cash provided by (used in) investing activities
              
              
              67,653
              
              
              
              (1,317
              )Cash
      flows from financing activities:Repayments of long-term debt
              
              
              (19,270
              )
              
              
              (939
              )Repayments of line of credit facility
              
              
              (2,349
              )
              
              
              -Repayments of capital lease obligations
              
              
              (818
              )
              
              
              (540
              )Cash distributions to minority interest
              
              
              (13,224
              )
              
              
              (76
              )Cash distributions to shareholders
              
              
              (27,525
              )
              
              
              (471
              )Net cash used in financing activities
              
              
              (63,186
              )
              
              
              (2,026
              )Effect
      of exchange rate on cash and cash equivalents
              
              
              (19
              )
              
              
              80Net
      increase (decrease) in cash and cash equivalents
              
              
              12,098
              
              
              
              (558
              )Cash
      and cash equivalents, beginning of period
              
              
              398
              
              
              
              7,706Cash
      and cash equivalents, end of period
              
              $
              12,496
              
              
              $
              7,148Supplemental
      disclosure of cash flow information:Construction advances converted to capital lease
              
              $
              -
              
              
              $
              6,554








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


4
 Table of Contents
 RIDGEWOOD
ELECTRIC POWER TRUST V
 NOTES
TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
 (unaudited, dollar amounts in
thousands)





1.   BASIS
OF PRESENTATION





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





In the
opinion of management, the condensed consolidated financial statements as of
March 31, 2007, and for the three months ended March 31, 2007 and 2006, include
all adjustments (consisting of normal recurring accruals) necessary for a fair
presentation of the consolidated financial position, results of operations and
cash flows for the periods presented. The results of operations for the three
months ended March 31, 2007 and 2006 are not necessarily indicative of the
results to be expected for the full year or any other period.





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





2.   DESCRIPTION
OF BUSINESS





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





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





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





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




5
 Table of Contents
 RIDGEWOOD
ELECTRIC POWER TRUST V
 NOTES
TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
 (unaudited, dollar amounts in
thousands)




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





3.  
DISCONTINUED OPERATIONS




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




Three
      Months Ended March 31,2007
              
              
              2006Revenue
      from operations of discontinued business
              
              $
              7,552
              
              
              $
              8,255Income
      (loss) from operations of discontinued business
              
              $
              328
              
              
              $
              (125
              )Gain
      on disposal
              
              
              54,979
              
              
              
              -Income
      tax benefit (expense)
              
              
              29
              
              
              
              (117
              )Minority
      interest in the (earnings) loss of subsidiaries
              
              
              (16,533
              )
              
              
              102Income
      (loss) from discontinued operations
              
              $
              38,803
              
              
              $
              (140
              )





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





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





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


6
 Table of Contents
 RIDGEWOOD
ELECTRIC POWER TRUST V
 NOTES
TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
 (unaudited, dollar amounts in
thousands)





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





4.  
RECENT ACCOUNTING PRONOUNCEMENTS




FIN
48




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




SFAS
157




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


SFAS
159





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





SFAS
160





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


7
 Table of Contents
 RIDGEWOOD
ELECTRIC POWER TRUST V
 NOTES
TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
 (unaudited, dollar amounts in
thousands)




5.   INVESTMENTS





Maine
Hydro





Summarized
statements of operations data for Maine Hydro for the three months ended March
31, 2007 and 2006 is as follows:





March
      31,2007
            
            
            2006Revenues
            $
            1,229
            
            
            $
            1,520Gross
      profit
            
            582
            
            
            
            796Income
      from operations
            
            456
            
            
            
            767Net
      income
            $
            456
            
            
            $
            752Trust
      share of income in Maine Hydro
            $
            228
            
            
            $
            376





Indeck
Maine





Summarized
statements of operations data for Indeck Maine for the three months ended March
31, 2007 and 2006 is as follows:





March
      31,2007
            
            
            2006Revenues
            $
            9,135
            
            
            $
            8,346Gross
      profit
            
            1,043
            
            
            
            842Income
      from operations
            
            896
            
            
            
            789Net
      income
            $
            531
            
            
            $
            412Trust
      share of income in Indeck Maine
            $
            187
            
            
            $
            130




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 $78 and
$76 for the three months ended March 31, 2007 and 2006, respectively, is
included in the equity income from Indeck Maine in the condensed consolidated
statements of operations.




8
 Table of Contents
 RIDGEWOOD
ELECTRIC POWER TRUST V
 NOTES
TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
 (unaudited, dollar amounts in
thousands)


NEH





Summarized
statements of operations data for NEH for the three months ended March 31, 2007
and 2006 is as follows:





March
      31,2007
            
            
            2006Revenues
            $
            2,091
            
            
            $
            1,546Gross
      profit
            
            695
            
            
            
            74Income
      (loss) from operations
            
            78
            
            
            
            (193
            )Net
      loss
            $
            (371
            )
            
            $
            (224
            )Trust
      share of loss in NEH
            $
            (52
            )
            
            $
            (32
            )





US
Hydro





Summarized
statements of operations data for US Hydro for the three months ended March 31,
2007 and 2006 is as follows:





March
      31,2007
            
            
            2006Revenues
            $
            1,450
            
            
            $
            1,916Gross
      profit
            
            774
            
            
            
            1,159Income
      from operations
            
            364
            
            
            
            847Net
      income
            $
            389
            
            
            $
            696Trust
      share of income in US Hydro
            $
            114
            
            
            $
            203





6.   COMMITMENTS
AND CONTINGENCIES





On August
16, 2006, the Managing Shareholder and affiliates of the Trust filed lawsuits
against the former independent registered public accounting firm for the Trust,
Perelson Weiner, LLP (“Perelson Weiner”), in New Jersey Superior Court. 
The suits alleged professional malpractice and breach of contract in connection
with audit and accounting services performed by Perelson Weiner. On October 20,
2006, Perelson Weiner filed a counterclaim against the Trust and its affiliates
alleging breach of contract due to unpaid invoices totaling $1,188. 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.


9
 Table of Contents
 RIDGEWOOD
ELECTRIC POWER TRUST V
 NOTES
TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
 (unaudited, dollar amounts in
thousands)


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




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




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





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





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


10
 Table of Contents
 RIDGEWOOD
ELECTRIC POWER TRUST V
 NOTES
TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
 (unaudited, dollar amounts in
thousands)


7. 
TRANSACTIONS WITH MANAGING SHAREHOLDER AND AFFILIATES





The Trust
operates pursuant to the terms of a management agreement. Under the terms of the
management agreement, the Managing Shareholder provides certain management,
administrative and advisory services and office space to the Trust. In return,
the Trust is obligated to pay the Managing Shareholder an annual management fee
equal to 2.5% of the total contributed capital of the Trust, or $2,332 annually,
as compensation for such services. During the first quarter of 2007, the
Managing Shareholder forgave $300 of unpaid accrued management fees and related
interest, which were recorded as capital contributions. The shareholders of the
Trust other than the Managing Shareholder were allocated 99% of each
contribution and the Managing Shareholder was allocated 1% so that the amount of
the contribution allocated offset the amount of the expense initially
accrued.





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, 2007 and December 31, 2006,
the Trust had outstanding receivables and payables as follows:





Due
      from affiliates
              
              
              Due
      to affiliatesMarch
      31,
              
              
              December
      31,
              
              
              March
      31,
              
              
              December
      31,2007
              
              
              2006
              
              
              2007
              
              
              2006Ridgewood
      Power Management LLC
              
              $
              290
              
              
              $
              329
              
              
              $
              -
              
              
              $
              -RRP
              
              
              10
              
              
              
              534
              
              
              
              -
              
              
              
              -Growth
      Fund
              
              
              -
              
              
              
              -
              
              
              
              536
              
              
              
              251US
      Hydro
              
              
              -
              
              
              
              -
              
              
              
              64
              
              
              
              13Maine
      Hydro
              
              
              -
              
              
              
              -
              
              
              
              52
              
              
              
              6Indeck
      Maine
              
              
              -
              
              
              
              -
              
              
              
              -
              
              
              
              16NEH
              
              
              39
              
              
              
              53
              
              
              
              -
              
              
              
              -PowerBanks
              
              
              -
              
              
              
              -
              
              
              
              618
              
              
              
              -Other
      affiliates
              
              
              -
              
              
              
              316
              
              
              
              1
              
              
              
              5Total
              
              $
              339
              
              
              $
              1,232
              
              
              $
              1,271
              
              
              $
              291


8. 
SUBSEQUENT EVENTS





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





In the
fourth quarter of 2007, the Managing Shareholder waived $1,387 due from the
Trust relating to professional services, which was recorded as a capital
contribution at that time. The waiver included $656 of the Trust’s intercompany
payables existing at March 31, 2007.


11
 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  March 31, 2007 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 three months ended March 31, 2007 are not necessarily
indicative of results to be attained for any other period. This discussion
and analysis should be read in conjunction with the accompanying condensed
consolidated financial statements, notes and other supplemental information
included elsewhere in this report and Item 7. “Management’s Discussion and
Analysis of Financial Condition and Results of Operations” of the Trust’s 2006
Form 10-K.





Forward-Looking
Statements




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





Critical
Accounting Policies and Estimates





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





Results
of Operations and Changes in Financial Condition





Three
months ended March 31, 2007 compared to the three months ended March 31,
2006





General
and administrative expenses increased $0.5 million to $0.6 million in the first
quarter of 2007 as compared to $0.1 million for the same period in 2006. This
was primarily due to increased professional services fees.


12
 Table of Contents


Total
other income decreased $0.2 million to $0.6 million in the first quarter of 2007
as compared to $0.8 million for the same period in 2006.  This was
primarily due to the decrease in equity income from its investment in Maine
Hydro from $0.4 million in the first quarter of 2006 to $0.2 million for the
same period in 2007 due to decreased revenues from lower
production.





During
the first quarter of 2007, RUK completed the Sale of all of the issued and
outstanding shares of CLPE to MEIF LG Energy Limited. The operating results of
RUK, including CLPE, have been classified as discontinued operations for all
periods presented.  Income from discontinued operations of $38.8
million includes income from operations of RUK and gain on disposal net of
income tax and minority interest. See Note 3, “Discontinued Operations,” in the
notes to condensed consolidated financial statements contained herein for
further discussion.





Total
assets at March 31, 2007 were $26.9 million, a decrease of $87.7 million from
the December 31, 2006 balance of $114.6 million. This decrease was primarily due
to decrease of $99.2 million in assets relating to the Sale of CLPE and related
cash distributions, partially offset by an increase of $12.1 million in cash.
Total liabilities decreased by $97.7 million from $101.9 million at
December 31, 2006 to $4.2 million at March 31, 2007, primarily due to the Sale
of CLPE.




Liquidity
and Capital Resources





Three
months ended March 31, 2007 compared to the three months ended March 31,
2006





At March
31, 2007, the Trust had cash and cash equivalents of $12.5 million, an increase
of $12.1 million from December 31, 2006. The cash flows for the three months
ended March 31, 2007 were $7.6 million provided by operating activities, $67.7
million provided by investing activities, $63.2 million used in financing
activities and a $19,000 negative effect of foreign exchange on cash and cash
equivalents.




Cash
provided by operating activities for the three months ended March 31, 2007 was
$7.6 million compared to $2.7 million for the three months ended March 31, 2006.
The increase of $4.9 million in cash flow in the first quarter of 2007 was
primarily due to the gain on disposal of CLPE, net of minority
interest.





Cash
provided by investing activities for the three months ended March 31, 2007 was
$67.7 million compared to cash used of $1.3 million for the three months ended
March 31, 2006. The increase of $69 million in cash flow was due to the proceeds
of $68 million received from the Sale of CLPE and a decrease of $1 million in
capital expenditures.





Cash used
in financing activities for the first quarter of 2007 was $63.2 million compared
to $2 million for the three months ended March 31, 2006. In the first quarter of
2007, cash used in financing activities represents $40.7 million for cash
distributions to shareholders and minority interest, $19.3 million for
repayments of the long-term debt, $0.8 for repayments of capital lease
obligations, and $2.3 million for repayments of line of credit. 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 and
minority interest.





Future
Liquidity and Capital Resource Requirements





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


13
 Table of Contents





Off-Balance
Sheet Arrangements and Contractual Obligations





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




ITEM 3.  QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT
MARKET RISK




There
have been no material changes from the quantitative and qualitative disclosures
about market risk disclosed in the Trust’s 2006 Form 10-K.





ITEM 4.  CONTROLS AND PROCEDURES




In
accordance with Rule 13a-15(b) of the Securities Exchange Act of 1934, as
amended (the “Exchange Act”), the Trust’s Chief Executive Officer and Chief
Financial Officer evaluate the effectiveness of the Trust’s disclosure
controls and procedures. A system of disclosure controls and procedures is
designed to ensure that information required to be disclosed by a registrant in
reports filed pursuant to Exchange Act are recorded, processed,
summarized and reported within the time periods specified in the applicable
rules and forms. This includes disclosure controls and procedures designed to
ensure that information required to be disclosed by a registrant is accumulated
and communicated to senior management so as to allow timely decisions regarding
required disclosure. A review of these controls and procedures was done by the
Trust as of March 31, 2007, which revealed that the following material
weaknesses previously identified continue to exist:





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





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





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





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





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





·
            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.





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





The Trust
believes that the completion of the expansion of the accounting and financial
reporting staff and the implementation of the above procedures will mitigate the
above weaknesses. However, due to the Trust’s delinquencies in meeting its
filing deadlines under the Exchange Act, the Trust expects these deficiencies to
continue to be material weaknesses at least until such time as the Trust is no
longer delinquent in its Exchange Act filings.


14
 Table of Contents




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





The
Trust’s Chief Executive Officer and Chief Financial Officer have concluded that
there was no change in the Trust's internal control over financial reporting (as
such term is defined in Rule 13a-15(f) under the Exchange Act) that occurred
during the quarter ended March 31, 2007 that has materially affected, or is
reasonably likely to materially affect, the Trust’s internal control over
financial reporting.





PART
II.   OTHER INFORMATION





ITEM 1.     LEGAL PROCEEDINGS




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


ITEM 1A.  RISK FACTORS





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





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





None.





ITEM 3.     DEFAULTS UPON SENIOR
SECURITIES





None.





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





None.





ITEM 5.     OTHER INFORMATION





None.




15
 Table of Contents





ITEM
6.   EXHIBITS





Exhibit
      No.
            Description


10.1
            
            Deed
      of Waiver dated January 22, 2007 between Randall D. Holmes and CLPE
      Holdings Limited relating to a bonus entitlement under The CLPE Holdings
      Management Incentive Plan (incorporated by reference to Exhibit 10.15 to
      the Annual Report on Form 10-K of The Ridgewood Power Growth Fund
      filed with the SEC on August 17, 2007).10.2
            
            Compromise
      Agreement dated February 22, 2007 between Douglas R. Wilson and CLPE
      Holdings Limited (incorporated by reference to Exhibit 10.16 to the Annual
      Report on Form 10-K of The Ridgewood Power Growth Fund filed with the
      SEC on August 17, 2007).10.3
            
            Agreement
      made on January 23, 2007 by and among Ridgewood UK LLC, Arbutus Energy
      Limited, Ridgewood ROC 2003 LLC, Ridgewood ROC II 2003 LLC, Ridgewood ROC
      III 2003 LLC, Ridgewood ROC IV 2004 LLC, and MEIF LG Energy Limited
      (incorporated by reference to Exhibit 10.1 to the Form 8-K filed by the
      Registrant with the SEC on January 29, 2007).10.4
            
            Sellers
      Agreement entered into as of January 23, 2007 by and among Ridgewood UK,
      LLC, and Ridgewood ROC 2003 LLC, Ridgewood ROC II 2003 LLC, Ridgewood ROC
      III 2003 LLC, Ridgewood ROC IV 2004 LLC, Arbutus Energy Limited, Ridgewood
      Renewable PowerBank LLC, Ridgewood Renewable PowerBank II LLC, Ridgewood
      Renewable PowerBank III LLC, Ridgewood Renewable PowerBank IV LLC,
      Ridgewood Electric Power Trust V, The Ridgewood Power Growth Trust,
      Ridgewood Renewable Power LLC and Ridgewood Management Corporation
      (incorporated by reference to Exhibit 10.2 to the Form 8-K filed by the
      Registrant with the SEC on January 29, 2007).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
 Table of Contents


SIGNATURES





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








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




17