UNITED
STATES


SECURITIES
AND EXCHANGE COMMISSION


WASHINGTON,
DC 20549





FORM
10-Q


(Mark
One)





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




For the
quarterly period ended September 30, 2008




or





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




For the
transition period from ________ to _______




Commission
file Number:   0-24143





RIDGEWOOD ELECTRIC POWER TRUST
V


(Exact
Name of Registrant as Specified in Its Charter)





Delaware
            
            22-3437351(State
      of Other Jurisdiction of
              Incorporation
      or Organization)
            
            (I.R.S.
      Employer Identification No.)





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





(302)
      888-7444(Issuer’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 filer 
      o
              Accelerated
      filer  o
              Non-accelerated filer  o
              Smaller reporting company 
      x(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 September 30, 2008, there were 932.8877 Investor Shares
outstanding.










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
                  14




Table of Contents


PART
I.   FINANCIAL INFORMATION




ITEM 1.   FINANCIAL STATEMENTS




RIDGEWOOD
      ELECTRIC POWER TRUST VCONDENSED
      CONSOLIDATED BALANCE SHEETS(in
      thousands, except share data)September
      30,
                          
                          
                          December
      31,2008
                          
                          
                          2007(unaudited)ASSETSCurrent
      assets:Cash
      and cash equivalents
                          
                          $
                          675
                          
                          
                          $
                          6,892Due
      from affiliates
                          
                          
                          804
                          
                          
                          
                          1,173Deposits
      - current portion
                          
                          
                          1,561
                          
                          
                          
                          -Prepaid
      expenses and other current assets
                          
                          
                          304
                          
                          
                          
                          32Total
      current assets
                          
                          
                          3,344
                          
                          
                          
                          8,097Notes
      receivable, affiliates
                          
                          
                          5,566
                          
                          
                          
                          5,263Investments
                          
                          
                          11,188
                          
                          
                          
                          9,396Deposits
      - noncurrent portion
                          
                          
                          1,845
                          
                          
                          
                          285Total
      assets
                          
                          $
                          21,943
                          
                          
                          $
                          23,041LIABILITIES
      AND SHAREHOLDERS' EQUITYCurrent
      liabilities:Accounts
      payable and accrued expenses
                          
                          $
                          76
                          
                          
                          $
                          144Due
      to affiliates
                          
                          
                          456
                          
                          
                          
                          325Total
      current liabilities
                          
                          
                          532
                          
                          
                          
                          469Minority
      interest
                          
                          
                          277
                          
                          
                          
                          277Total
      liabilities
                          
                          
                          809
                          
                          
                          
                          746Commitments
      and contingenciesShareholders’
      equity (deficit):Shareholders’
      equity (932.8877 Investor Shares issuedand
      outstanding)
                          
                          
                          21,788
                          
                          
                          
                          22,951Managing
      Shareholder’s accumulated deficit(1
      management share issued and outstanding)
                          
                          
                          (654
                          )
                          
                          
                          (656
                          )Total
      shareholders’ equity
                          
                          
                          21,134
                          
                          
                          
                          22,295Total
      liabilities and shareholders’ equity
                          
                          $
                          21,943
                          
                          
                          $
                          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)Nine
      Months Ended September 30,
                      
                      
                      Three
      Months Ended September 30,2008
                      
                      
                      2007
                      
                      
                      2008
                      
                      
                      2007Operating
      expenses:General
      and administrative expenses
                      
                      $
                      1,505
                      
                      
                      $
                      1,213
                      
                      
                      $
                      597
                      
                      
                      $
                      363Management
      fee to Managing Shareholder
                      
                      
                      1,749
                      
                      
                      
                      1,749
                      
                      
                      
                      583
                      
                      
                      
                      583Total
      operating expenses
                      
                      
                      3,254
                      
                      
                      
                      2,962
                      
                      
                      
                      1,180
                      
                      
                      
                      946Loss
      from operations
                      
                      
                      (3,254
                      )
                      
                      
                      (2,962
                      )
                      
                      
                      (1,180
                      )
                      
                      
                      (946
                      )Other
      income (expense):Equity
      in income (loss) of Maine Hydro
                      
                      
                      828
                      
                      
                      
                      197
                      
                      
                      
                      (22
                      )
                      
                      
                      (351
                      )Equity
      in income of Indeck Maine
                      
                      
                      1,560
                      
                      
                      
                      708
                      
                      
                      
                      1,036
                      
                      
                      
                      260Equity
      in income of NEH
                      
                      
                      133
                      
                      
                      
                      93
                      
                      
                      
                      72
                      
                      
                      
                      88Equity
      in income (loss) of US Hydro
                      
                      
                      96
                      
                      
                      
                      67
                      
                      
                      
                      (35
                      )
                      
                      
                      (100
                      )Interest
      income, affiliates
                      
                      
                      382
                      
                      
                      
                      606
                      
                      
                      
                      118
                      
                      
                      
                      214Interest
      expense
                      
                      
                      -
                      
                      
                      
                      (14
                      )
                      
                      
                      -
                      
                      
                      
                      -Other
      expense
                      
                      
                      -
                      
                      
                      
                      (25
                      )
                      
                      
                      -
                      
                      
                      
                      -Total
      other income, net
                      
                      
                      2,999
                      
                      
                      
                      1,632
                      
                      
                      
                      1,169
                      
                      
                      
                      111Loss
      before discontinued operations
                      
                      
                      (255
                      )
                      
                      
                      (1,330
                      )
                      
                      
                      (11
                      )
                      
                      
                      (835
                      )Income
      (loss) from discontinued operations including related gain
    ondisposal
      (see Note 3), net of income tax and minority interest
                      
                      
                      -
                      
                      
                      
                      38,650
                      
                      
                      
                      -
                      
                      
                      
                      (37
                      )Net
      (loss) income
                      
                      
                      (255
                      )
                      
                      
                      37,320
                      
                      
                      
                      (11
                      )
                      
                      
                      (872
                      )Foreign
      currency translation adjustment
                      
                      
                      27
                      
                      
                      
                      (1,041
                      )
                      
                      
                      (26
                      )
                      
                      
                      33Comprehensive
      (loss) income
                      
                      $
                      (228
                      )
                      
                      $
                      36,279
                      
                      
                      $
                      (37
                      )
                      
                      $
                      (839
                      )Managing
      Shareholder - Net loss
                      
                      $
                      (3
                      )
                      
                      $
                      (12
                      )
                      
                      $
                      -
                      
                      
                      $
                      (9
                      )Shareholder
      - Net (loss) income:Continuing
      operations
                      
                      $
                      (252
                      )
                      
                      $
                      (1,317
                      )
                      
                      $
                      (11
                      )
                      
                      $
                      (827
                      )Discontinued
      operations
                      
                      
                      -
                      
                      
                      
                      38,649
                      
                      
                      
                      -
                      
                      
                      
                      (36
                      )Net
      (loss) income per Investor Share:Continuing
      operations
                      
                      $
                      (270
                      )
                      
                      $
                      (1,411
                      )
                      
                      $
                      (12
                      )
                      
                      $
                      (886
                      )Discontinued
      operations
                      
                      
                      -
                      
                      
                      
                      41,429
                      
                      
                      
                      -
                      
                      
                      
                      (39
                      )Distributions
      per Investor Share
                      
                      $
                      1,500
                      
                      
                      $
                      30,250
                      
                      
                      $
                      -
                      
                      
                      $
                      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)Nine
      Months Ended September 30,2008
                                            
                                            
                                            2007Cash
      flows from operating activities:Net
      (loss) income
                                            
                                            $
                                            (255
                                            )
                                            
                                            $
                                            37,320Adjustments
      to reconcile net (loss) income to net cash (used in) provided
      by
                                              operating
      activities:Depreciation
      and amortization
                                            
                                            
                                            -
                                            
                                            
                                            
                                            582Forgiveness
      of unpaid and accrued interest on management fees
                                            
                                            
                                            -
                                            
                                            
                                            
                                            888Gain
      on disposal of discontinued operations
                                            
                                            
                                            -
                                            
                                            
                                            
                                            (54,979
                                            )Amortization
      of deferred financing costs
                                            
                                            
                                            -
                                            
                                            
                                            
                                            18Interest
      income on notes receivable
                                            
                                            
                                            (303
                                            )
                                            
                                            
                                            (303
                                            )Minority
      interest in the earnings of subsidiaries
                                            
                                            
                                            -
                                            
                                            
                                            
                                            16,497Deferred
      income taxes
                                            
                                            
                                            -
                                            
                                            
                                            
                                            (29
                                            )Restricted
      cash
                                            
                                            
                                            -
                                            
                                            
                                            
                                            2,482Equity
      interest in income of:Maine
      Hydro
                                            
                                            
                                            (828
                                            )
                                            
                                            
                                            (197
                                            )Indeck
      Maine
                                            
                                            
                                            (1,560
                                            )
                                            
                                            
                                            (708
                                            )NEH
                                            
                                            
                                            (133
                                            )
                                            
                                            
                                            (93
                                            )US
      Hydro
                                            
                                            
                                            (96
                                            )
                                            
                                            
                                            (67
                                            )Cash
      distributions from Maine Hydro
                                            
                                            
                                            888
                                            
                                            
                                            
                                            750Cash
      distributions from US Hydro
                                            
                                            
                                            431
                                            
                                            
                                            
                                            -Changes
      in operating assets and liabilities:Accounts
      receivable
                                            
                                            
                                            -
                                            
                                            
                                            
                                            (424
                                            )Unbilled
      receivables
                                            
                                            
                                            -
                                            
                                            
                                            
                                            1,441Inventory
                                            
                                            
                                            -
                                            
                                            
                                            
                                            (61
                                            )Prepaid
      expenses and other current assets
                                            
                                            
                                            (272
                                            )
                                            
                                            
                                            (208
                                            )Deposits
                                            
                                            
                                            (3,121
                                            )
                                            
                                            
                                            -Accounts
      payable and accrued expenses
                                            
                                            
                                            (68
                                            )
                                            
                                            
                                            2,958Due
      to/from affiliates, net
                                            
                                            
                                            500
                                            
                                            
                                            
                                            2,194Other
      liabilities
                                            
                                            
                                            -
                                            
                                            
                                            
                                            (478
                                            )Total
      adjustments
                                            
                                            
                                            (4,562
                                            )
                                            
                                            
                                            (29,737
                                            )Net
      cash (used in) provided by operating activities
                                            
                                            
                                            (4,817
                                            )
                                            
                                            
                                            7,583Cash
      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
                                            )
                                            
                                            
                                            (28,222
                                            )Net
      cash used in financing activities
                                            
                                            
                                            (1,400
                                            )
                                            
                                            
                                            (66,333
                                            )Effect
      of exchange rate on cash and cash equivalents
                                            
                                            
                                            -
                                            
                                            
                                            
                                            (20
                                            )Net
      (decrease) increase in cash and cash equivalents
                                            
                                            
                                            (6,217
                                            )
                                            
                                            
                                            8,883Cash
      and cash equivalents, beginning of period
                                            
                                            
                                            6,892
                                            
                                            
                                            
                                            398Cash
      and cash equivalents, end of period
                                            
                                            $
                                            675
                                            
                                            
                                            $
                                            9,281


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
(“GAAP”) 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
September 30, 2008, and for the nine and three months ended September 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 nine and three months ended September 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 (“Growth Fund”). The interest of 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 and did not meet the qualifications to be classified as
“held for sale” at September 30, 2008.





On June
12, 2008, NEH, and its wholly-owned subsidiary, entered into a sale and purchase
agreement, pursuant to which they would sell their contractual and legal
interests in the operating assets of NEH subject to various closing
conditions, including approval of shareholders of the Trust, Growth Fund and
Ridgewood/Egypt Fund (“Egypt Fund”). A summary of the terms and conditions of
the sale was provided in a Current Report on Form 8-K filed with the SEC
on June 13, 2008. On or about September 19, 2008 and October 10, 2008,
respectively, a definitive consent statement and a supplement to consent
statement regarding the sale of NEH assets were filed with SEC and subsequently
sent to the shareholders of the Trust, Growth Fund and Egypt Fund. Shareholders
representing a majority of shares for each of the three funds approved the
proposal to sell NEH’s assets. The results of the consent solicitation are
included in Part II, Item 4. “Submission of Matters to a Vote of Security
Holders.” Under the
terms of the sale and purchase agreement, the prospective buyers have the
ability to terminate this agreement, without penalty, if the sale has not closed
by the end of November 15, 2008. On November 13, 2008, as described in a Current
Report on Form 8-K filed with the SEC on November 13, 2008, the prospective
buyers were asked by the Managing Shareholder for an extension; but instead the
Managing Shareholder was informed by them that they would not proceed to close
the sale transaction on the terms and conditions of the sale and purchase
agreement that was executed on June 5, 2008, due, in part, to the worldwide
deterioration in the financial markets. The prospective buyers indicated that
they have an interest in continuing to pursue purchasing the NEH assets, but on
different terms that would include a lower purchase price.




On August
22, 2008, Ridgewood Maine L.L.C. ((“Ridgewood Maine”), co-owned by the Trust and
Ridgewood Electric Power Trust IV (“Trust IV”)) and Indeck Energy Services, Inc.
(“IES”) entered into a purchase and sale agreement to sell 100% of the
membership interest in Indeck Maine to Covanta Energy Corporation
(“Covanta”) for cash, subject to various closing conditions, including
approval of shareholders of the Trust and Trust IV. A summary of the terms and
conditions of the sale was provided in a Current Report on Form 8-K filed with
the SEC on August 25, 2008.  As the sale of Indeck Maine did not occur
by October 31, 2008, parties to the sale may now terminate the purchase and sale
agreement without cause or penalty. As of the date of this filing, no such
termination has occurred. Effective
November 12, 2008, as described in a Current Report on Form 8-K filed with the
SEC on November 13, 2008, Covanta, Ridgewood Maine, IES and affiliated entities
entered into various amendments, which among other things, extended the date to
which the sale can be terminated, without penalty, to January 31, 2009 (or
February 29, 2009 if certain conditions are present) and reduced the overall
proceeds of the transaction to be received by Indeck Energy and
IES.





There can
be no assurance that any sales of NEH’s assets, Indeck Maine, Maine Hydro or US
Hydro will occur.




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. 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 nine and three months ended September 30, 2007 were as
follows:




Nine
      Months Ended
                          
                          
                          Three
      Months EndedSeptember
      30, 2007
                          
                          
                          September
      30, 2007Revenue
      from operations of discontinued business
                          
                          $
                          7,552
                          
                          
                          $
                          -Income
      (loss) from operations of discontinued business
                          
                          $
                          139
                          
                          
                          $
                          (54
                          )Gain
      on disposal
                          
                          
                          54,979
                          
                          
                          
                          -Income
      tax expense
                          
                          
                          29
                          
                          
                          
                          -Minority
      interest in the (earnings) loss of subsidiaries
                          
                          
                          (16,497
                          )
                          
                          
                          17Income
      (loss) from discontinued operations
                          
                          $
                          38,650
                          
                          
                          $
                          (37
                          )


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. In February 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 GAAP 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. In October 2008, the FASB issued
Staff Position 157-3, Determining the Fair Value of a
Financial Asset When the Market for That Asset Is Not Active,which clarifies the
application of SFAS 157 in a market that is not active and to determine the fair
value of a financial asset when the market for that financial asset is not
active. 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. Staff Position 157-3 does not have a
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.





5
 Table of Contents


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





SFAS
159





In
February 2007, the FASB issued SFAS No. 159, The Fair Value Option for Financial
Assets and Financial Liabilities (“SFAS 159”), which expands
opportunities to use fair value measurements in financial reporting and permits
entities to choose to measure many financial instruments and certain other items
at fair value. The Trust adopted SFAS 159 effective January 1, 2008, with no
material impact 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 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 GAAP.  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.          
  CASH AND CASH EQUIVALENTS




The Trust
considers all highly liquid investments with maturities, when purchased, of
three months or less as cash and cash equivalents. At September 30, 2008,
amounts in excess of insured limits are directly or indirectly invested in US
government backed securities.





6.          
  INVESTMENTS





Maine
Hydro





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





Nine
      Months Ended
                    
                    
                    Three
      Months EndedSeptember
      30,
                    
                    
                    September
      30,2008
                    
                    
                    2007
                    
                    
                    2008
                    
                    
                    2007Revenues
                    
                    $
                    4,081
                    
                    
                    $
                    2,832
                    
                    
                    $
                    907
                    
                    
                    $
                    97Gross
      profit (loss)
                    
                    
                    2,055
                    
                    
                    
                    728
                    
                    
                    
                    193
                    
                    
                    
                    (616
                    )Income
      (loss) from operations
                    
                    
                    1,656
                    
                    
                    
                    394
                    
                    
                    
                    (43
                    )
                    
                    
                    (702
                    )Net
      income (loss)
                    
                    
                    1,656
                    
                    
                    
                    394
                    
                    
                    
                    (43
                    )
                    
                    
                    (702
                    )Trust
      share of income (loss) in Maine Hydro
                    
                    
                    828
                    
                    
                    
                    197
                    
                    
                    
                    (22
                    )
                    
                    
                    (351
                    )


6
 Table of Contents


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


Indeck
Maine





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




Nine
      Months Ended
                    
                    
                    Three
      Months EndedSeptember
      30,
                    
                    
                    September
      30,2008
                    
                    
                    2007
                    
                    
                    2008
                    
                    
                    2007Revenues
                    
                    $
                    32,094
                    
                    
                    $
                    26,573
                    
                    
                    $
                    10,929
                    
                    
                    $
                    8,244Gross
      profit
                    
                    
                    5,295
                    
                    
                    
                    3,228
                    
                    
                    
                    2,635
                    
                    
                    
                    1,056Income
      from operations
                    
                    
                    4,683
                    
                    
                    
                    2,922
                    
                    
                    
                    2,608
                    
                    
                    
                    1,013Net
      income
                    
                    
                    3,554
                    
                    
                    
                    1,838
                    
                    
                    
                    2,222
                    
                    
                    
                    653Trust
      share of income in Indeck Maine
                    
                    
                    1,560
                    
                    
                    
                    708
                    
                    
                    
                    1,036
                    
                    
                    
                    260


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 IES to the extent of its 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 September 30, 2008, the
cumulative priority return was approximately $29,000.




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 $217 and $211
for the nine months ended September 30, 2008 and 2007, respectively, and
depreciation expense of $75 and $66 for the three months ended September 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 nine and three months ended
September 30, 2008 and 2007 were as follows:





Nine
      Months Ended
                    
                    
                    Three
      Months EndedSeptember
      30,
                    
                    
                    September
      30,2008
                    
                    
                    2007
                    
                    
                    2008
                    
                    
                    2007Revenues
                    
                    $
                    9,471
                    
                    
                    $
                    7,548
                    
                    
                    $
                    3,930
                    
                    
                    $
                    2,885Gross
      profit
                    
                    
                    3,426
                    
                    
                    
                    3,000
                    
                    
                    
                    1,492
                    
                    
                    
                    1,285Income
      from operations
                    
                    
                    1,484
                    
                    
                    
                    1,287
                    
                    
                    
                    819
                    
                    
                    
                    716Net
      income
                    
                    
                    944
                    
                    
                    
                    657
                    
                    
                    
                    513
                    
                    
                    
                    622Trust
      share of income in NEH
                    
                    
                    133
                    
                    
                    
                    93
                    
                    
                    
                    72
                    
                    
                    
                    88


7
 Table of Contents


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




US
Hydro





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




Nine
      Months Ended
                    
                    
                    Three
      Months EndedSeptember
      30,
                    
                    
                    September
      30,2008
                    
                    
                    2007
                    
                    
                    2008
                    
                    
                    2007Revenues
                    
                    $
                    3,244
                    
                    
                    $
                    2,932
                    
                    
                    $
                    643
                    
                    
                    $
                    310Gross
      profit (loss)
                    
                    
                    1,249
                    
                    
                    
                    872
                    
                    
                    
                    (35
                    )
                    
                    
                    (419
                    )Loss
      from operations
                    
                    
                    (125
                    )
                    
                    
                    (258
                    )
                    
                    
                    (591
                    )
                    
                    
                    (746
                    )Net
      income (loss)
                    
                    
                    330
                    
                    
                    
                    209
                    
                    
                    
                    (117
                    )
                    
                    
                    (361
                    )Trust
      share of income (loss) in US Hydro
                    
                    
                    96
                    
                    
                    
                    67
                    
                    
                    
                    (35
                    )
                    
                    
                    (100
                    )


7.            
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 September 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. Indeck Maine’s and Trust’s portion of the deposits total $5,581 at
September 30, 2008. To the Trust’s knowledge, the power marketer does not have
the deposits segregated. In September 2008, the power marketer announced it was
being acquired. Indeck Maine and the Trust do not believe any impairment in the
recorded value of the deposit has occurred. It is
anticipated that the power marketer will not exercise its option to purchase
2009 output. If this were to occur, the amount of the required deposit will
begin to decline and be returned. Additionally, the RPS Attributes that were
under option, as produced, would likely be sold in the open market, which at the
current time, is below that of the price per RPS Attribute in the agreement with
the power marketer.





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.





8
 Table of Contents


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






On March
20, 2007, the Plaintiff in Bergeron I commenced a derivative action, in Suffolk
County Superior Court, Commonwealth of Massachusetts,  Paul Bergeron v. Ridgewood
Electric 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 Trust and several affiliated entities, including the Managing
Shareholder, 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 Trust 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.




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 September 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 nine and three months ended September 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
sale of Trust’s assets, the outcome of the litigation described in Part I, Item
1, Note 7. “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





Nine
months ended September 30, 2008 compared to the nine months ended September 30,
2007





General
and administrative expenses increased $0.3 million from $1.2 million for the
first nine months of 2007 to $1.5 million for the same period in 2008. The
increase was primarily attributable to higher professional fees.





For the
nine months ended September 30, 2008, the Trust recorded equity income of $0.8
million from its investment in Maine Hydro compared to $0.2 million for the same
period in 2007. The increase in equity income of $0.6 million was primarily the
result of increased revenues resulting from higher production in the 2008
period.





For the
nine months ended September 30, 2008, the Trust recorded equity income of $1.6
million from its investment in Indeck Maine compared to $0.7 million for the
same period in 2007. The increase in equity income of $0.9 million was primarily
attributable to an increase in power generation revenue resulting from higher
production rates in the 2008 period.





Interest
income decreased $0.2 million from $0.6 million in the first nine months of 2007
to $0.4 for the same period in 2008, reflecting lower average cash balances in
the 2008 period.





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.





10
 Table of Contents





Total
assets decreased $1.1 million from $23 million at December 31, 2007 to $21.9
million at September 30, 2008. This decrease was primarily due to decreases of
$6.2 million in cash and cash equivalents and $0.4 million in due from
affiliates, partially offset by increases of $1.8 million in
investments, $3.1 million in deposits and $0.3 million each in notes receivable,
affiliates and other current assets. Total liabilities of $0.8 million at
September 30, 2008 were comparable to total liabilities at December 31,
2007.





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





General
and administrative expenses increased $0.2 million from $0.4 million for three
months ended September 30, 2007 to $0.6 million for the same period in 2008. The
increase was primarily attributable to higher professional fees.





For the
three months ended September 30, 2008, the Trust recorded equity loss of $22,000
from its investment in Maine Hydro compared to $0.4 million for the same period
in 2007. This decrease in equity loss was primarily the result of increased
revenues from higher production in the 2008 period.





For the
three months ended September 30, 2008, the Trust recorded equity income of $1
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 $0.7
million was primarily attributable to an increase in power generation revenue
resulting from higher production rates in the 2008 period.




Liquidity
and Capital Resources





Nine
months ended September 30, 2008 compared to the nine months ended September 30,
2007





At
September 30, 2008, the Trust had cash and cash equivalents of $0.7 million, a
decrease of $6.2 million from December 31, 2007. The cash flows for the nine
months ended September 30, 2008 were $4.8 million used in operating activities
and $1.4 million used in financing activities.





Cash used
in operating activities for the nine months ended September 30, 2008 was $4.8
million compared to cash provided by operating activities of $7.6 million for
same period in 2007. The decrease of $12.4 million in cash used by operating
activities in the 2008 period was primarily due to the gain on disposal of CLP,
net of minority interest, recorded in the 2007 period and an increase in
deposits to the power marketer in the 2008 period.





There
were no cash flows from investing activity for the nine months ended September
30, 2008. Cash provided by investing activities for the nine months ended
September 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 nine months ended September 30, 2008 was $1.4
million compared to $66.3 million for the same period in 2007. For the nine
months ended September 30, 2008, cash used in financing activities represents
cash distributions to shareholders. For the nine months ended September 30,
2007, cash used in financing activities represents $43.9 million for cash
distributions to shareholders and minority interest, $19.3 million in repayments
of long-term debt, $0.8 million in repayments of capital lease obligations, and
$2.3 million in 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 will be sufficient to provide working
capital and fund capital expenditures for the next 12 months.





Off-Balance
Sheet Arrangements and Contractual Obligations





The
Trust, 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 7 to the Trust’s condensed consolidated financial
statements included in Part I. Item 1. “Financial Statements” of this Form
10-Q.





ITEM3.  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 September 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





ITEM1.  LEGAL PROCEEDINGS




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




ITEM1A. 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.





ITEM3.   DEFAULTS UPON SENIOR
SECURITIES





None.





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





During
the third quarter ended September 30, 2008, consents for the sale of NEH assets
were solicited pursuant to Section 14(a) of the Exchange Act. On or about
September 19, 2008 and October 10, 2008, respectively, a definitive consent
statement and a supplement to consent statement were filed with the SEC and
subsequently mailed to the shareholders of the Trust soliciting the consent of
the shareholders of the Trust to approve the sale and purchase agreement of NEH
in lieu of holding a special meeting of shareholders. See Part I, Item 1, Note
2. “Description of Business” for details of the NEH sale.





There
were 932.8877 Investor Shares outstanding as of the record date of the consent
solicitation. The results of the consent solicitation were as
follows:




Approve:
              Not Approve:
              Abstain:
            818.5954
      shares
              111.3173 shares (includes no response regarding 109.8173
      shares)
              2.9750 shares




ITEM 5.   OTHER INFORMATION




None.




ITEM
6. EXHIBITS




Exhibit
      No.
                                                                    Description2.1
                                                                    
                                                                    Purchase
      and Sale Agreement, dated August 19, 2008, by and among Ridgewood
      Maine, L.L.C., and Indeck Energy Services, Inc., Covanta Energy
      Corporation, and for certain limited purposes, Indeck Maine Energy, LLC
      (incorporated by reference to Exhibit 2.1 to the Current Report on Form
      8-K filed by the Registrant with the SEC on August 25, 2008).2.2
                                                                    
                                                                    Amendment
      No. 1 to Sale and Purchase Agreement, dated June 5, 2008, as amended, by
      and among Ridgewood Near East Holdings LLC, RW Egyptian Holdings LLC,
      Horus Private Equity Fund III, L.P., Mariridge for Infrastructure
      Projects, Mr. Zaki Girges and Ridgewood Egypt for Infrastructure LLC
      (incorporated by reference to Annex A to the Current Report on Schedule
      14A filed by the Registrant with the SEC on September 19,
  2008).2.3
                                                                    *
                                                                    Amendment
      No. 2 to Sale and Purchase Agreement, dated September 9, 2008, as amended,
      by and among Ridgewood Near East Holdings LLC, RW Egyptian Holdings, LLC,
      Horus Private Equity Fund III, LP, and Mariridge for Infrastructure
      Projects.




12
 Table of Contents




Exhibit
      No.
                                                                    Description


2.4
                                    
                                    Amendment
      No. 1 to Escrow Agreement, dated as of June 5, 2008, as amended, by and
      among Ridgewood Near East Holdings, LLC, RW Egyptian Holdings LLC, Horus
      Private Equity Fund III, L.P., Mariridge for Infrastructure Projects,
      Ridgewood Egypt for Infrastructure LLC and HSBC Egypt, as escrow agent
      (incorporated by reference to Annex B to the Current Report on Schedule
      14A filed by the Registrant with the SEC on September 19,
  2008).2.5
                                    *
                                    Amendment
      No. 2 to Escrow Agreement, dated September 9, 2008, as amended, by
      and among Ridgewood Near East Holdings LLC, RW Egyptian Holdings, LLC,
      Horus Private Equity Fund III, LP, and Mariridge for Infrastructure
      Projects, HSBC Egypt, and Ridgewood Egypt for Infrastructure Projects
      LLC.2.6
                                    
                                    Assignment
      and Amendment Agreement, dated September 30, 2008, by and among Ridgewood
      Near East Holdings LLC, RW Egyptian Holdings LLC, Horus Private Equity
      Fund III, L.P., Mariridge for Infrastructure Projects, Mr. Zaki Girges,
      Ridgewood Egypt for Infrastructure LLC, EFG-Hermes for Water Desalination,
      SAE and EFG Hermes Holding Co., SAE (incorporated by reference to Annex 1
      to the Current Report on Schedule 14A filed by the Registrant with the SEC
      on October 10, 2008).2.7
                                    
                                    Inter-Fund
      Agreement Egypt Transaction, dated as of June 5, 2008, by and between
      Ridgewood Renewable Power LLC, The Ridgewood Power Growth Fund, Ridgewood
      Electric Power Trust V and Ridgewood/Egypt Fund (incorporated by reference
      to Annex C to the Current Report on Schedule 14A filed by the Registrant
      with the SEC on September 19, 2008).10.1
                                    
                                    Backup
      Certificate Agreement, dated August 19, 2008, by and among Indeck
      Maine Energy, LLC, Ridgewood Providence Power Partners, L.P., Ridgewood
      Rhode Island Generation, LLC, Linwood 0708 LLC, Rhode Island LFG Genco,
      LLC, and for certain limited purposes, Ridgewood Power Management LLC, and
      Covanta Energy Corporation (incorporated by reference to Exhibit 10.1 to
      the Current Report on Form 8-K filed by the Registrant with the SEC on
      August 25, 2008).10.2
                                    
                                    Guaranty
      of Covanta Energy Corporation dated August 19, 2008 (incorporated by
      reference to Exhibit 10.2 to the Current Report on Form 8-K filed by the
      Registrant with the SEC on August 25, 2008).10.3
                                    
                                    Sellers
      Omnibus Agreement, dated August 19, 2008, by and among Ridgewood
      Maine, L.L.C., Indeck Energy Services, Inc., and for certain limited
      purposes Ridgewood Renewable Power LLC (incorporated by reference to
      Exhibit 10.3 to the Current Report on Form 8-K filed by the Registrant
      with the SEC on August 25, 2008).10.4
                                    
                                    Certificate
      Sale Support Agreement, dated July 31, 2008, by and among Linwood
      0708 LLC, Ridgewood Rhode Island Generation, LLC, Ridgewood
      Providence Power Partners, L.P., Rhode Island LFG Genco, LLC, Indeck
      Energy Services, Inc., Ridgewood Electric Power Trust I, Ridgewood
      Electric Power Trust III, Ridgewood Electric Power Trust IV,
      Ridgewood Electric Power Trust V, Ridgewood Power B Fund/Providence
      Expansion, and Ridgewood Renewable Power, LLC (incorporated by
      reference to Exhibit 10.4 to the Current Report on Form 8-K filed by the
      Registrant with the SEC on August 25, 2008).10.5
                                    
                                    Agency
      Agreement, dated August 19, 2008, among Ridgewood Providence Power
      Partners, L.P., Ridgewood Rhode Island Generation, LLC, Linwood 0708 LLC,
      Ridgewood Power Management, LLC and Indeck Maine Energy, LLC (incorporated
      by reference to Exhibit 10.5 to the Current Report on Form 8-K filed by
      the Registrant with the SEC on August 25, 2008).10.6
                                    *
                                    Senior
      Executive Bonus Plan.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.


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 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:
      November 14, 2008
              By:
              /s/ 
      Randall D. HolmesRandall
      D. HolmesChief
      Executive Officer(Principal
      Executive Officer)




Date:
      November 14, 2008
              By:
              /s/ 
      Jeffrey H. StrasbergJeffrey
      H. StrasbergExecutive
      Vice President and Chief Financial Officer(Principal
      Financial and Accounting Officer)






14