Table
      of Contents





UNITED
      STATES


SECURITIES
      AND EXCHANGE
      COMMISSION


WASHINGTON,DC20549





FORM
      10-K


(Mark
      One)


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





For
        the fiscal year ended December 31,
        2006





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





RIDGEWOODELECTRIC
      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, DE 19801(Address
                of Principal Executive Offices, including Zip Code)





(302)
                888-7444(Registrant’s
                telephone number, including area code)





SECURITIES
      REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT:





None





SECURITIES
      REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT:




Investor
                  Shares of
                  Beneficial Interest(Title
                  of Class)




Indicate
      by check mark if the registrant
      is a well-known seasoned issuer, as defined in Rule 405 of the Securities
      Act.YesoNox




Indicate
      by check mark if the registrant
      is not required to file reports pursuant to Section 13 or 15(d) of the
      Act.YesoNox




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.YesoNox




Indicate
      by check mark if disclosure of
      delinquent filers pursuant to Item 405 of Regulation S-K is not contained
      herein, and will not be contained, to the best of registrant’s knowledge, in
      definitive proxy or information statements incorporated by reference in Part
      III
      of this Form 10-K or any amendment to this Form 10-K.o




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





Large
      accelerated
      fileroAccelerated
      fileroNon-accelerated
      filerx





Indicate
      by check mark whether the
      registrant is a shell company (as defined in Rule 12b-2 of the Exchange
      Act.YesoNox




There
      is no market for the Investor
      Shares. The number of Investor Shares outstanding atDecember 31, 2007 was932.8875.







Table
          of Contents






FORM
                  10-KTABLE
                  OF CONTENTSPART
                  IItem
                  1.
              Business
              1Item
                  1A.
              Risk
                  Factors
              11Item
                  1B.
              Unresolved
                  Staff Comments
              17Item
                  2.
              Properties
              17Item
                  3.
              Legal
                  Proceedings
              17Item
                  4.
              Submission
                  of Matters to a Vote of Security Holders
              18PART
                  IIItem
                  5.
              Market
                  for Registrant’s Common Equity, Related Security Holder Matters
                  and
                Issuer
                  Purchases of Equity Securities
              18Item
                  6.
              Selected
                  Financial Data
              19Item
                  7.
              Management’s
                  Discussion and Analysis of Financial Condition and Results of
                  Operations
              19Item
                  7A.
              Quantitative
                  and Qualitative Disclosures About Market Risk
              27Item
                  8.
              Financial
                  Statements and Supplementary Data
              28Item
                  9.
              Changes
                  in and Disagreements with Accountants on Accounting and Financial
                  Disclosure
              28Item
                  9A.
              Controls
                  and Procedures
              28Item
                  9B.
              Other
                  Information
              29PART
                  IIIItem
                  10.
              Directors,
                  Executive Officers and Corporate Governance
              30Item
                  11.
              Executive
                  Compensation
              32Item
                  12.
              Security
                  Ownership of Certain Beneficial Owners and Management and Related
                  Stockholder Matters
              34Item
                  13.
              Certain
                  Relationships and Related Transactions, and Director
                  Independence
              34Item
                  14.
              Principal
                  Accountant Fees and Services
              36PART
                  IVItem
                  15.
              Exhibits
                  and Financial Statement Schedules
              37SIGNATURES
              40


Table
          of Contents
  Forward-Looking
        Statements
 
 Certain
        statements discussed in Part I, Item 1. “Business”, Part I,
        Item 3. “Legal Proceedings”, Part II, Item 7. “Management’s
        Discussion and Analysis of Financial Condition and Results of Operations” and
        elsewhere in this Annual Report on Form 10-K 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 results, performance and achievements projected, expected,
        expressed or implied by the forward-looking statements. Examples of events
        that
        could cause actual results to differ materially from historical results or
        those
        anticipated include the outcome of litigation, changes in political and economic
        conditions, federal or state regulatory structures, government mandates,
        the
        ability of customers to pay for energy received, supplies and prices of fuels,
        operational status of generating plants, mechanical breakdowns, volatility
        in
        the price for electric energy, natural gas, or renewable energy. Additional
        information concerning the factors that could cause actual results to differ
        materially from those in the forward-looking statements is contained in
        Part I, Item 1A. “Risk Factors” and Part II, Item 7.
“Management’s Discussion and Analysis of Financial Condition and Results of
        Operations”, and elsewhere in this Annual Report on Form 10-K. The Trust
        undertakes no obligation to publicly revise any forward-looking statements
        or
        cautionary factors, except as required by law.
 
 PART

        I
 
 ITEM
        1.  BUSINESS
 
 Overview
 
 Ridgewood
        Electric Power Trust V (the “Trust”) is a Delaware trust formed on March 14,
        1996 primarily to make investments in projects and businesses in the energy
        and
        infrastructure sectors both in the US and abroad.  Ridgewood Renewable
        Power LLC (“RRP” or the “Managing Shareholder”), a New Jersey limited liability
        company, is the Managing Shareholder. As the Managing Shareholder, RRP has
        direct and exclusive control over the management and operations of the
        Trust.  The Trust has focused primarily on small-scale electricity
        generation projects using renewable sources of fuel and on water treatment
        facilities in remote locations serving hotel resort developments. These projects
        allow the Trust to develop secure long-term positions in attractive specialty
        markets for products and services provided by its projects and
        companies.
  As
        of
        December 31, 2006, the projects in which the Trust then had investments were
        located in the United States, the United Kingdom (“UK”) and Egypt. As of that
        date, the Trust had investments in landfill gas-fired electric generating
        projects in the UK with total capacity of 59.1 megawatts (“MW”), in
        biomass-fueled electricity generating projects in the US with total generating
        capacity of 49MW, in hydroelectric generating projects in the US with total
        capacity of 26.3MW, and in projects in Egypt with the capacity to produce
        approximately 24,500 cubic meters (approximately 6.5 million gallons) of
        potable
        water per day and electricity generating capacity of 29.7MW.
  The
        Trust
        initiated its private placement offering on April 1996 selling whole and
        fractional shares of beneficial interests of $100,000 per share (“Investor
        Shares”). There is no public market for Investor Shares and one is not likely to
        develop. In addition, Investor Shares are subject to significant restrictions
        on
        transfer and resale and cannot be transferred or resold except in accordance
        with the Trust’s Declaration of Trust (“Declaration of Trust”) and applicable
        federal and state securities laws. The offering was concluded in April 1998
        and
        raised approximately $93 million. After payment of offering fees, commissions
        and investment fees, the Trust had $76 million for investments and operating
        expenses. As of December 31, 2007, the Trust had 932.8875 Investor Shares
        outstanding, held by 1,817 shareholders.
  1
 Table
            of Contents
  Managing
        Shareholder
  RRP,
        via
        a predecessor corporation, was founded in 1991 by Robert E. Swanson. As the
        Managing Shareholder, RRP has direct and exclusive control over the management
        of the Trust’s operations. With respect to project investment, RRP locates
        potential projects, conducts appropriate due diligence and negotiates and
        completes the transactions in which the investments are made by the
        Trust.
  In
        addition, RRP performs (or arranges for the performance of) the operation
        and
        maintenance of the projects owned by the Trust and the management and
        administrative services required for Trust operations. Among other services,
        RRP
        administers the accounts and handles relations with the shareholders, including
        tax and other financial information. RRP also provides the Trust with office
        space, equipment and facilities and other services necessary for its
        operation.
  As
        compensation for its management services, the Managing Shareholder is entitled
        to (i) an annual management fee, payable monthly, equal to 2.5% of the total
        capital contributions made by the Trust’s shareholders and (ii) a 20% interest
        in the cash distributions made by the Trust in excess of certain threshold
        amounts expressed in terms of shareholder returns. The Managing Shareholder
        is
        also entitled to receive reimbursement from the Trust for operating expenses
        incurred by the Trust, or on behalf of the Trust and paid by RRP, as the
        Managing Shareholder. RRP has arranged for administrative functions required
        to
        be performed for the Trust to be performed by an affiliate, Ridgewood Power
        Management LLC (“RPM”), and at RPM’s costs, which costs are reimbursed to RPM by
        the Trust. RRP also serves as the Managing Shareholder (or managing member
        as
        appropriate) of a number of affiliated Trusts and investment vehicles similar
        to
        the Trust and, through RPM, provides services to those entities similar to
        those
        provided to the Trust.
  Affiliates
        of RRP act on behalf of a number of investment vehicles in the oil and gas
        and
        venture capital sectors in a manner similar to that for which RRP serves
        on
        behalf of the Trust.
  Business
        Strategy
  The
        Trust’s primary investment objective is to generate cash flow for distribution
        to shareholders and capital appreciation from one or more of the acquisition,
        development, ownership and operation of interests in electricity generation
        and
        other infrastructure projects and companies. The Trust generally seeks to
        invest
        in projects and companies that provide products or services through a number
        of
        small facilities and that offer opportunities for expansion either through
        increasing production at existing sites or through the establishment of
        additional sites. These projects often involve development, construction
        and
        operating risk but, once established, may be able to effectively “lock-in” the
        customer (or customers) served by the project, which would prevent competitors
        from dislodging the Trust’s project. The Trust focuses on markets in which
        projects can be developed and built quickly and can be standardized as to
        their
        design, equipment and construction. By following this strategy, the Trust
        seeks
        to take advantage of attractive market opportunities while streamlining the
        development process and diversifying across a number of projects in order
        to
        contain the exposure of the Trust to the risks inherent in such projects.
        As of
        December 31, 2006, all of the Trust’s projects are owned through investment
        vehicles that the Trust co-owns with certain affiliated investment trusts
        or are
        managed by the Managing Shareholder.
  2
 Table
            of Contents
  Projects
        and Properties
  The
        following table is a summary of the Trust’s investment portfolio as of December
        31, 2006 detailing the nature of the business, the portion of the investment
        owned by the Trust and the number of projects in each investment.
  Company
                No.
                    of
                    Sites
                Trust
                  Interest
                Leased/
                  Owned1
                Purpose
                Structure2Ridgewood
                  UK3
                23locations
                69.6%
                Leased
                Electricity
                  generation
                ContainerizedIndeck
                      Maine4
                2
                      locations
                25%
                Owned
                Electricity
                  generation
                Industrial
                  compoundRidgewood
                  Egypt5
                17
                      locations
                14.1%
                Leased
                1
–
Power
                      only
                  8
–
Water
                      only
                  8
–
Water
&
                      Power
                Block/slabMaineHydro6
                14
                      locations
                50%
                Owned
                Hydroelectric
                  generation
                Integral
                      to
                      river
                  damsUS
                      Hydro7
                7
                      locations
                29.2%
                Leased
                      and
                  Owned
                Hydroelectric
                  generation
                Integral
                      to
                      river
                  dams
 
 1
                Refers
                    to the locations on which
                    the Trust’s projects are located and not the projects
                    themselves.
  2
                Describes
                    the type of structure in
                    which the projects of the Trust are
                    housed.
  3
                These
                    projects, which were
                    co-owned with The Ridgewood Power Growth Fund (the“Growth
                    Fund”), were sold on
                    February 22, 2007 to an entity not affiliated with the Trust
                    or the
                    Managing Shareholder.
  4
                Co-owned
                    with Ridgewood Electric
                    Power Trust IV (“Trust IV”) (25%) and Indeck Energy Services LLC
                    ("Indeck"), an unaffiliated entity (50%). Both plants are located
                    in
                    northeastern Maine.
  5
                Co-owned
                    with the Growth Fund
                    (68.1%) and the Ridgewood Egypt Fund(“Egypt Fund”)(17.8%).
                    All Egyptian sites are
                    located on or near the Red
                    Sea.
  6
                Co-owned
                    with Trust IV. All sites
                    are located in Maine.
  7
                Co-owned
                    with the Growth Fund. Six
                    US Hydro sites are located on the Eastern Seaboard of the United
                    States
                    and one in California.
  Ridgewood
          UK
 On
        May
        26, 1999, Ridgewood UK, LLC (“RUK”) was formed as a New Jersey limited liability
        company and was re-domiciled to Delaware on December 24, 2002. As of December
        31, 2006, RUK was in the business of extraction of methane-containing gas
        from
        landfill sites in England, Scotland and Wales, the use of that gas as fuel
        for
        generating electricity and the sale of that electricity.
 
 On
        June
        30, 1999, the Trust contributed $16.7 million to RUK. RUK’s wholly owned
        subsidiary, Ridgewood UK Ltd. (“UK Ltd.”), a limited company registered in
        England and Wales, then borrowed funds from the Bank of Scotland and with
        a
        portion of these combined proceeds, purchased from CLP Envirogas, Ltd. (formerly
        Combined Landfill Projects, Ltd.) six landfill gas power plants located in
        the
        UK with a combined electricity generation capacity of 15.1MW. At the time
        of the
        purchase, UK Ltd. and CLP Envirogas, Ltd. also agreed to the terms on which
        UK
        Ltd. would purchase additional projects then under development by CLP Envirogas,
        Ltd. should such projects be successfully developed.
  3
 Table
            of Contents
  In
        2001,
        Growth Fund contributed $5.8 million to RUK in return for an equity share
        of
        30.4% of RUK. Using this contribution and portions of additional proceeds
        from
        Bank of Scotland borrowings, UK Ltd. purchased an additional four projects
        with
        combined generating capacity of 4.6MW. On October 16, 2001, UK Ltd., through
        the
        issuance of approximately 24% of its shares and the payment of $2 million
        cash,
        acquired certain assets and liabilities of CLP Services, Ltd., CLP Development,
        Ltd and CLP Envirogas, Ltd. (collectively the “Management and Development
        Companies”) and the equity and debt of certain landfill gas projects (the “UK
        Merger”). As a result of the UK Merger, UK Ltd. acquired the ability to develop
        and operate landfill gas-fueled electricity generating facilities in the
        UK as
        well as the development rights to a number of such projects. The seller in
        the
        UK Merger was Arbutus Energy Ltd. (Jersey) (“Arbutus”), which became the
        minority interest holder in UK Ltd. following the UK Merger. UK Ltd. was
        renamed
        CLPE Holdings Ltd. (“CLP”) in 2001.
 
 RUK
        continued to develop and expand its projects, which resulted in installed
        capacity of 59.1MW, 48.7MW and 34.5MW as of December 31, 2006, 2005 and 2004,
        respectively. As of December 31, 2006, CLP owned 23 landfill methane gas-fired
        electric generating projects in the UK with an installed capacity of
        approximately 59.1MW. Projects representing approximately 26.5MW sell
        electricity under long-term contracts to the Non-Fossil Purchasing Agency
        (“NFPA”), a not-for-profit organization that purchases electricity generated by
        certain renewable power projects on behalf of large English electric utilities.
        Projects representing approximately 32.6MW qualify for the UK government’s
        Renewable Obligation incentive program (described in more detail below) and
        sell
        their output under short-term contracts.
 
 As
        part
        of the UK Merger, RUK also acquired a 50% ownership in each of the two
        companies, CLP Organogas SL, which owns a 2MW plant located in Seville, Spain
        and CLP Envirogas, SL, a management and development services company also
        located in Seville, Spain (collectively, the “Spanish Business”). Effective
        January 1, 2003, RUK transferred its interest in the Spanish Business to
        Arbutus
        in return for a portion of the minority interest in CLP then held by Arbutus.
        As
        a result of the transaction, RUK increased its ownership in CLP from 76%
        to
        88%.
 
 Beginning
        in 2002, RUK began to develop sites capable of qualifying for the UK’s Renewable
        Obligation incentive program (“RO”). The RO program requires electricity
        suppliers servicing end-users in the UK to obtain renewable obligation
        certificates (“ROCs”) to demonstrate that a minimum portion of their electricity
        supplied was generated by producers meeting the qualifications of the RO.
        In
        order to fund the development and construction of these projects, RUK entered
        into a series of agreements with affiliated entities that agreed to provide
        financing. The affiliated entities providing this funding, Ridgewood Renewable
        PowerBank LLC, Ridgewood Renewable PowerBank II LLC, Ridgewood Renewable
        PowerBank III LLC and Ridgewood Renewable PowerBank IV LLC (each a “PowerBank”
and collectively the “PowerBanks”), are managed by RRP. Terms of the agreements
        between RUK and each of the PowerBanks are substantially the same and each
        provides for the PowerBank to make construction advances to RUK in exchange
        for
        interest during construction and streams of fixed and variable lease payments
        once the financed projects go into operation (the “PowerBank
        Arrangements”).
  On
        January 23, 2007, RUK entered into a sale agreement (the “Sale Agreement”) along
        with Arbutus, and Ridgewood ROC 2003 LLC (“ROC I”), Ridgewood ROC II 2003 LLC
        (“ROC II”), Ridgewood ROC III 2003 LLC (“ROC III”), Ridgewood ROC IV 2004 LLC
        (“ROC IV,” and together with ROC I, ROC II and ROC III, the “Ridgewood ROCs”),
        each of which is a wholly-owned subsidiary of a corresponding PowerBank,
        as
        sellers (collectively, the “Sellers”), with MEIF LG Energy Limited (“Buyer”), as
        the purchaser.
 
 Prior
        to
        the consummation of the Sale, RUK owned 88% of the issued and outstanding
        shares
        (the “Shares”) of CLP and the remaining 12% of the Shares was owned by
        Arbutus.
 
 On
        February 22, 2007, RUK completed the sale (the “Sale”) of all of the Shares of
        CLP. Under the Sale Agreement, the Buyer agreed to buy (i) 100% of the Shares
        of
        CLP from RUK and Arbutus, and (ii) substantially all of the assets (the
“Assets”) of the PowerBanks.  The Assets and the Shares constitute all
        the landfill gas business located in the UK of both the Trust and the
        PowerBanks.
  4
 Table
            of Contents
  In
        accordance with the Sale Agreement, at closing, the Buyer paid an aggregate
        purchase price for the Shares and the Assets of £117.8 million ($229.5 million),
        subject to a working capital adjustment that resulted in an increase to the
        purchase price of approximately £4.2 million ($8.2 million). After adjustment,
        the purchase price for the Shares was approximately £25.1 million ($48.9
        million), of which approximately £15.4 million ($30 million) was attributable to
        the Trust and approximately £6.7 million ($13.1 million) was attributable to the
        Growth Fund, with Arbutus receiving the remaining balance. Taking into account
        payments made to RUK pursuant to certain sharing arrangements with the
        PowerBanks, the total gross sales proceeds to the Trust were approximately
£27.6
        million ($53.8 million).
  The
        Sellers gave a number of warranties and indemnities to the Buyer in connection
        with the Sale that it considers typical of such transactions. Should there
        be a
        breach of the warranties or should an indemnifiable event occur, the Buyer
        could
        make claims against the Sellers including the Trust. Management of the Trust
        does not believe there is a material likelihood that such a claim will arise
        or
        that, should such a claim arise, the Trust would incur a material liability.
        This belief is based, in part, on the Sellers having purchased warranty and
        indemnity insurance to minimize such risk. There are no current plans to
        reserve
        or provide an escrow for the contingent liabilities represented by these
        warranties and indemnities. As of the date of this filing, the Trust
        is not aware of any claims. In March 2007, the Trust distributed a portion
        of
        the Sale proceeds to its shareholders.
  Indeck
 
 On
        June
        11, 1997, the Trust and Trust IV (collectively the “Ridgewood Indeck Investors”)
        purchased, through capital contributions totaling $14.2 million, equal portions
        in a preferred membership interest in Indeck Maine Energy, L.L.C., an Illinois
        limited liability company (“Indeck Maine”) that owns two electric power
        generating stations fueled by clean wood biomass at West Enfield, Maine and
        Jonesboro, Maine. Indeck, an entity unaffiliated with the Trust, owns the
        remaining membership interest in Indeck Maine and was the seller in the June,
        1997 transaction. Ridgewood Indeck Investors have a preferred membership
        interest entitling them to receive all net cash flow from operations each
        year
        until they receive an 18% annual cumulative return on their capital
        contributions to Indeck Maine.
 
 From
        January 1998 through June 2006, Ridgewood Indeck Investors loaned approximately
        $8.2 million in total to Indeck Maine, in proportion to their ownership
        interests.
 
 Each
        of
        the Indeck Maine projects has a capacity of 24.5MW and each uses a steam
        turbine
        to generate electricity. The plants were commissioned in November 1987 and
        use
        wood chips, bark, tree limbs and tops and other forest-related biomass as
        fuel.
        The Indeck Maine projects are members of the New England Power Pool (“NEPOOL”)
        and have historically sold their output to the ISO New England (a regional
        transmission organization serving the New England states). In September 2007,
        Indeck Maine was awarded a six-month contract to supply electricity to a
        specified segment of the Maine electricity consumers market. It is anticipated
        that approximately 50% of the output of the plants during the period of the
        contract will be sold and delivered pursuant to this award.
 
 Indeck
        Maine and several of its affiliates have an agreement with a power marketer
        for
        which they are committed to sell renewable portfolio standard attributes
        (“RPS
        Attributes”) derived from their electricity generation.  The agreement
        provides such power marketer with six separate annual options to purchase
        such
        attributes from 2004 through 2009 at fixed prices, as defined.  If
        Indeck Maine and its affiliates fail to supply the required number of
        attributes, penalties may be imposed.  In accordance with the terms of
        the agreement, if the power marketer elects to exercise an annual option
        and
        Indeck Maine and its affiliates produce no attributes for such option year,
        Indeck Maine and its affiliates face a maximum penalty, which is adjusted
        annually for the change in the consumer price index, among other things,
        of
        approximately $3,283,000, measured using current factors, for that option
        year
        and any other year in which an option has been exercised and no attributes
        have
        been produced. Pursuant to the agreement, Indeck Maine is liable for 70%
        of the
        total penalty, but may be liable up to 100% in the event of a default of
        its
        affiliates.
 
 The
        plants are operated and maintained by RPM, on an at-cost basis and their
        output
        qualifies for section 45 federal tax credits. The federal tax credit eligibility
        of the projects is expected to continue until the fourth quarter of
        2009.
  5
 Table
            of Contents
  Ridgewood
        Egypt
 
 In
        1999,
        the Trust and the Growth Fund jointly formed and funded Ridgewood Near East
        Holdings LLC (“NEH”) to develop electric power and water purification plants for
        resort hotels along the Red Sea in Egypt. In 2000, Growth Fund made additional
        investments and acquired majority ownership of NEH, which wholly owns Ridgewood
        Egypt For Infrastructure, LLC (Egypt) (“REFI”). In 2001, Egypt Fund, an
        affiliate of the Growth Fund and the Trust, made contributions to NEH in
        exchange for a minority interest.
 
 On
        December 30, 2001, NEH, through REFI, purchased a 28% equity interest in
        Sinai
        For Environmental Services S.A.E. (“Sinai”), which owns a 6,300 cubic meter (1.7
        million gallon) per day water desalinization plant, for 5 million Egyptian
        pounds (approximately $1.1 million in 2001). In February of 2002, NEH made
        an
        additional investment of 4.4 million Egyptian pounds (approximately $939,000
        in
        2002) to increase its ownership to 53% and gain control of Sinai. As of December
        31, 2006, REFI was granted an additional interest of about 13.4% in Sinai
        in
        return for having provided Sinai with certain machinery and
        equipment.
 
 The
        facilities of REFI source feedwater from shallow wells or directly from the
        Red
        Sea and use reverse osmosis filtration to produce potable water for sale.
        Certain of the facilities of REFI are located at or adjacent to their hotel
        customers’ sites, while others are stand-alone facilities that deliver
        product water by pipeline. The facilities of REFI are modular and mobile
        and can
        be relocated to accommodate shifts in demand. As of December 31, 2006, REFI
        owns
        one project that supplies only electricity, eight that provide only potable
        water and eight that provide both water and electricity generation. The projects
        generally sell their output under contracts and other arrangements at prevailing
        market rates. REFI has the capacity to make approximately 6.5 million gallons
        per day of potable water and 29.7MW of electricity. As a matter of operational
        management, REFI has a practice of continual evaluation of its projects and
        relocates capacity between locations in order to meet changes in demand from
        its
        customers. The electricity generating capacity of REFI is used primarily
        by its
        own water treatment plants thereby displacing electricity the water plants
        would
        otherwise have to purchase from third parties. This arrangement helps REFI
        control costs and increase reliability. The business of REFI is managed and
        operated by employees of REFI with its main office located in Cairo,
        Egypt.
 
 The
        Ridgewood Egypt operations have two debt facilities. A portion of the assets
        of
        Sinai are security for a  bank term loan facility and certain REFI
        equipment secures a loan facility under which REFI is the borrower.
 
 In
        October 2007, the Managing Shareholder announced that it intends to market
        the
        assets of NEH for sale.
 
 Maine
        Hydro
 
 In
        1996,
        the Trust and Trust IV formed Ridgewood Maine Hydro Partners, L.P. (“Maine
        Hydro”) for the purpose of acquiring a portfolio of hydroelectric facilities
        from CHI Energy, Inc. The Trust and Trust IV own equal interests in Maine
        Hydro.
        On December 23, 1996, Maine Hydro acquired 14 hydroelectric projects located
        in
        Maine in a merger transaction from CHI Energy, Inc. for $13.4 million. The
        projects acquired have a combined 11.3MW of generating capacity and are operated
        under contract by RPM on an at-cost basis. The acquired projects were
        commissioned between 1980 and 1987.
 
 Since
        before the time of the acquisition by Maine Hydro, the electricity generated
        by
        the Maine Hydro projects has been sold under long-term electricity sales
        contracts with either Central Maine Power or Bangor Hydro-Electric Company.
        Eleven of the purchase agreements expire at the end of 2008 and one each
        expires
        in 2007, 2014 and 2017. When the contracts expire, it is anticipated that
        the
        affected projects will sell their output on the wholesale power
        market.
 
 US
        Hydro
 
 Beginning
        in 1999, the Trust and the Growth Fund began discussions with Synergics,
        Inc.
        (“Synergics”) to acquire certain of its hydroelectric generating plants. In the
        course of negotiations, the Trust and the Growth Fund were presented with
        an
        opportunity to acquire certain debt obligations of Synergics from a lender
        to
        Synergics. The Trust and the Growth Fund, through a joint venture (the “debt
        joint venture”), acquired debt obligations of Synergics from the lender on April
        28, 2000 for a payment to the lender of approximately $17 million. Growth
        Fund
        supplied $12 million of the capital used by the debt joint venture to acquire
        the debt and the Trust supplied the remaining $5 million. The Trust and the
        Growth Fund own the debt joint venture 29.2% and 70.8%, respectively, which
        is
        in proportion to the capital each supplied. Neither entity has preferred
        rights
        over the other.
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  On
        November 22, 2002, through another joint venture (the “acquisition joint
        venture”) owned in the same proportion as the debt joint venture that acquired
        the debt of Synergics, the Trust and the Growth Fund completed the acquisition
        of Synergics and changed the name of the acquisition joint venture to Ridgewood
        US Hydro Corporation (“US Hydro”).
 
 The
        aggregate acquisition price of US Hydro, including both the 2000 debt
        acquisition and the 2002 purchase of shares, was approximately $20.3 million.
        As
        a result of these transactions, the Trust and the Growth Fund received seven
        hydroelectric generating facilities with 15MW of generating capacity and
        notes
        receivable to be repaid from the output of an additional project with 4MW
        of
        generating capacity. The Trust has since reached a settlement eliminating
        the
        notes receivable making the hydro project portfolio 15MW as of December 31,
        2005. The Trust and the Growth Fund also assumed approximately $7.5 million
        of other bank debt in connection with these transactions.
 
 As
        of
        December 31, 2006, the output of five projects is sold to utility purchasers
        under long-term contacts at prices set out in those contracts while output
        for
        the other two projects is sold at open market prices. Of the seven
        projects, three are located in Virginia, two are in New York, one in California
        and one in Rhode Island. The projects are managed by RPM under an operations
        and
        maintenance agreement that provides for the Trust to pay the actual cost
        of
        project operations and maintenance along with an allocation of actual overhead
        to provide for administrative services.
 
 Five
        of
        the east coast facilities are security for a term loan facility and the
        California facility is security for a lease obligation.
 
 Customers
 
 The
        Trust
        sold all of the electricity it produced in the UK from the projects that
        it
        owned to the NFPA, a non-profit organization that purchases electricity
        generated by renewable sources (such as landfill gas power plants) on behalf
        of
        all British utilities in order to meet British environmental protection goals.
        Projects subject to PowerBank lease financing arrangements sold their output
        of
        electricity and ROC’s under short-term contracts entered into from
        time-to-time.
 
 Business
        Segments
 
 Power
        generation is the only business segment within which the Trust manages and
        evaluates its operations.
 
 Project
        Feedstock/Raw Materials
 
 The
        projects of the Trust each convert a raw material into a finished product
        and
        the arrangements for obtaining these raw materials are a key element in the
        business of the Trust.
 
 Prior
        to
        the Sale, the UK projects of the Trust consisted of reciprocating engine
        generator sets that use methane-containing landfill gas as fuel. Each project
        location owned and operated a network of wells, pipes and fans that collected
        gas from the landfill as it was produced through natural anaerobic digestion
        of
        the waste. The UK projects did not own or operate any landfills but had
        arrangements with site owner/operators which gave the projects certain rights,
        including the right to build the project, occupy its compound, operate the
        gas
        collection system and use the gas from the landfill. These agreements, generally
        referred to as gas agreements, were long-term agreements that typically ran
        for
        the life or expected life of the gas resource attributable to the landfill
        and
        typically included provisions for royalty payments from the project to the
        landfill operator as compensation for the granting of these rights. Royalty
        payments were typically calculated as a percentage of revenue. RUK did not
        maintain material inventories of either raw materials or output
        products.
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  The
        Indeck Maine projects of the Trust convert a raw material into a finished
        product, and the arrangements for obtaining these raw materials are a key
        element in the business of the Trust. The landfill facilities consist of
        reciprocating engine generator sets that use methane-containing landfill
        gas as
        fuel. Each landfill project location owns and operates a network of
        wells, pipes and fans that collect gas from the landfills as produced through
        natural anaerobic digestion of the waste.
 
 The
        Egyptian water projects rely on two feedstocks for their output. The first
        is
        feedwater which can come either from shallow wells that occur along the Red
        Sea
        coast or from the Red Sea itself and, in all cases, from a source nearby
        the
        plant that is to process the feedwater. In the case of well water, the feedwater
        is typically brackish, meaning that it has a briny character but does not
        have
        as much in the way of impurities (primarily salts) as seawater. The feedwater
        is
        processed through reverse osmosis filtration so that a portion becomes fresh
        or
“product” water, which is sold, and the remainder becomes reject water which
        must be disposed of either by returning it to the Red Sea or by injecting
        into
        wells designed for that purpose. As a general matter, the more the feedwater
        is
        like fresh water, the lower the processing cost and the greater the portion
        that
        becomes product water. Though the quality varies depending on location, well
        water is generally preferred to seawater. Seawater must undergo pre-treatment
        before being processed using reverse osmosis. In order to obtain good quality
        feedwater wells and suitable reject water wells, NEH must negotiate with
        parties
        owning water rights. A variety of payment arrangements exist as a result
        of
        these negotiations.
 
 The
        Egyptian water projects also need electricity to run the high compression
        pumps
        that operate the reverse osmosis processing equipment. In most of its projects,
        REFI generates its own electricity using diesel-fired reciprocating engine
        generators. Diesel fuel and electricity are subsidized commodities in Egypt
        and
        are readily available. In other cases, electricity is purchased either from
        the
        local electricity grid or from the on-site generation of REFI’s hotel customers.
        In cases where a project purchases electricity from a host hotel or customer,
        the value of the electricity is deducted from the price of water purchased
        by
        the customer. These are negotiated transactions that reflect prevailing market
        rates for the commodities involved. About 65% of the capacity of the REFI
        projects generate their own electricity and the remainder purchase electricity
        from third parties. The Egypt projects do not maintain material amounts of
        either raw materials or product water inventories.
 
 The
        Trust’s hydroelectric projects are all located on, and are integral parts of,
        dams on river ways. Of the twenty one projects of the Trust, eighteen
        are considered run-of-river, meaning that they generate such electricity
        as the
        natural flow of the river will produce with little or no ability to alter
        its
        flow rate or store water up-river of the dam. Output of these projects (and
        hence revenue) is characterized by high degrees of variability and seasonality.
        The other three hydroelectric projects of the Trust are associated with dams
        used to create reservoirs that store water, which tends to make production
        from
        the generating facility more level. Approximately 28% of the capacity of
        the
        hydroelectric projects in which the Trust has an interest is located on
        reservoir facilities and the balance is located on run-of-river facilities.
        The
        projects do not make payments for throughput water.
 
 Competition
 
 Competition
        in the UK landfill gas electricity generation industry is based on obtaining
        site rights by obtaining gas agreements. Once established on a site, there
        is
        little a competitor can do to affect the business of a project. The US Hydro
        projects can generally sell their production at prevailing market prices,
        and,
        as such, do not generally face competition in the sale of the electricity
        they
        generate.
 
 Since
        Indeck Maine has historically sold output in its wholesale markets, competition
        is focused on wood supplies as the projects compete mostly with non-power
        generation businesses like paper and lumber companies for forest material.
        This
        competition is based on price, consistency of demand and relationships with
        suppliers. The Indeck projects also compete for this material, in part, by
        their
        ability to use clean biomass that is waste-wood in certain other applications.
        Also, there are geographic limits to this competition because this clean
        biomass
        can only be economically transported over relatively short distances. Beginning
        in 2006, Indeck Maine has attempted to compete in the market to deliver
        electricity to final customers through supply auctions. Success in such auctions
        is based largely on price, reliability and financial strength but success
        can
        bring higher prices to the Indeck Maine projects than is available in the
        wholesale market.
 
 Competition
        in the market for providing potable water to hotel resort developments is
        primarily driven by obtaining supply agreements and the rights to locate
        on the
        site of a customer. Secondary competitive factors are price, service and
        reliability of supply. Once a supply relationship has been established with
        a
        customer, it is very difficult for a competitor to dislodge the
        supplier.
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  The
        US
        power generation projects can generally sell their production at prevailing
        market prices, and, as such, do not generally face competition in the sale
        of
        the electricity they generate.  Power generated from the Maine Hydro
        projects is sold pursuant to long-term contracts.
 
 Seasonality/Weather
        Effects
  Prior
        to
        the Sale, the RUK projects experienced minor fluctuations in response to
        seasonal weather patterns but these patterns were not believed to be
        material.
  As
        described above, ground conditions in the tree harvesting areas that provide
        the
        Indeck Maine projects with fuel can have a considerable impact on the price,
        quality and availability of that fuel. During periods of spring and fall
        rains
        and during periods of spring thaw, fuel suppliers may not have suitable access
        to tree-harvesting areas for the purpose of bringing fuel out of those areas.
        Also, fuel collected during these times tends to have a higher moisture content
        which reduces its value as a fuel. The prices received by Indeck Maine for
        its
        electricity output follow seasonal demand trends so that prices tend to be
        lower
        in the moderate spring and fall and higher in the winter and summer as demand
        for heating and cooling increases.
  Demand
        for the output of the Egypt projects is largely driven by the occupancy levels
        of the hotel customers for the projects and the occupancy rates for hotels
        in
        the Red Sea tourist areas are subject to highly seasonal patterns. The high
        season for Red Sea tourism is, broadly, from late April to mid-September
        with a
        trough in occupancy rates in January and February. The volume and price of
        the
        output of REFI generally track these patterns and management of REFI takes
        advantage of the troughs in demand to perform maintenance of its
        projects.
  The
        output of the Trust’s hydroelectric projects is affected by seasonal weather
        patterns including rainfall and snowpack runoff. These factors tend to
        concentrate the output of these projects in the spring and fall with little
        or
        no output in the winter and summer months. Management of these sites takes
        advantage of these patterns to perform maintenance during periods of low
        output.
        Because river flows are the dominant factor in determining the output of
        the
        hydroelectric projects, output can vary widely from year-to-year based on
        amounts of rain and snowfall.
  Government
        Incentives and Regulation
  Certain
        projects of the Trust qualify for incentives because of their location or
        their
        use of renewable fuels.
  Because
        the fuel used by the RUK projects is a renewable, non-fossil fuel source
        and
        because it is also an undesirable by-product of landfill operations, the
        projects of RUK qualified under two separate primary incentive regimes. The
        older of the two is NFFO which is a program that provided credit-worthy,
        long-term purchase contracts for qualifying electricity generators enacted
        in
        section 32 and 33 of the Electricity Act 1989. The program provided for a
        limited volume of such contracts and called for project developers to bid
        for
        portions of the limited volume. The NFPA was set up in connection with the
        NFFO
        program to act as administrator and counter-party to the NFFO contracts as
        well
        as to administer the contract bidding process. Prior to the investment by
        Trust
        and the Growth Fund in the UK business, CLP, the predecessor entity, entered
        a
        number of these auctions and won several contracts. A number of these
        projects were built by RUK and currently sell their electrical output pursuant
        to NFFO contracts. Because the contracts were credit-worthy, projects having
        the
        benefit of the contracts can readily obtain financing. The last NFFO contracts
        were granted in 1998 and no new NFFO contracts are expected to be granted
        in the
        future.
 
 The
        subsequent incentive for which the projects of RUK qualified was also enacted
        through the Electricity Act 1989 and implemented through the RO.  This
        incentive established targets for parties supplying electricity to final
        consumers in the UK with respect to the portion of their electricity supply
        generated from qualifying renewable facilities and imposed penalties on those
        parties to the extent they failed to meet the targets. As an owner of qualifying
        renewable facilities, RUK was able to sell the electricity generated by these
        facilities as well as ROCs demonstrating that the
        electricity can be delivered in satisfaction of the RO. Both the electricity
        and
        the ROCs produced by the qualifying facilities were undifferentiated commodities
        and there are liquid markets for both albeit at fluctuating
        prices.
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  Prior
        to
        the Sale, the projects of RUK were subject to routine regulatory oversight
        which
        was executed mostly at the local level and consists primarily of zoning,
        noise
        and work-place safety regulations that the Trust did not consider onerous.
        In
        addition to these regulations, the RUK projects are also subject to the
        Integrated Pollution Prevention and Control (“IPPC”) regimes designed to control
        pollution from industrial sources. The IPPC regulations are contained in
        Statutory Instrument 2000 No. 1973; The Pollution Prevention and Control
        (England and Wales) Regulations 2000 and were introduced under the Pollution
        Prevention and Control Act 1999. Regulators set permit conditions that are
        based
        on the use of the “Best Available Techniques”, which balances the cost to the
        operator against benefits to the environment. The IPPC regulations are being
        phased in over an extended period and, while they represent an administrative
        burden in demonstrating initial compliance and a modest burden in demonstrating
        on-going compliance, the Trust did not believe the IPPC regulations would
        otherwise affect the business of RUK.
 
 As
        a
        general matter, incentives and regulations affecting RUK were enacted and
        issued
        by the Parliament of England for England and Wales and separately by the
        Scottish Parliament for Scotland. Prior to the Sale, the Trust did not believe
        that the differences between the versions of the incentives and regulations
        issued by these two governments would have a material affect on the
        Trust.
 
 In
        1997,
        Massachusetts enacted the Electric Restructuring Act of 1997 (the “Restructuring
        Act”). Among other things, the Restructuring Act requires that all retail
        electricity suppliers in Massachusetts (i.e., those entities supplying electric
        energy to retail end-use customers in Massachusetts) purchase a minimum
        percentage of their electricity supplies from qualified new renewable generation
        units powered by one of several renewable fuels, such as solar, biomass or
        landfill. Beginning in 2003, each such retail supplier must obtain at least
        one
        (1%) percent of its supply from qualified new renewable generation units.
        Each
        year thereafter, the requirement increases one-half of one percentage point
        until 2009, when the requirement equals four (4%) percent of each retail
        supplier’s sales in that year. Subsequent to 2009, the increase in the
        percentage requirement will be determined and set by the Massachusetts Division
        of Energy Resources (“DOER”).
  On
        July
        8, 2002, Indeck Maine received a “Statement of Qualification” from the DOER
        pursuant to the renewable portfolio standards (“RPS”) adopted by Massachusetts.
        Since Indeck Maine has been qualified, it has sold to retail electric suppliers
        the RPS Attributes associated with its electrical energy. Retail electric
        suppliers need to purchase RPS Attributes associated with renewable energy
        and
        not necessarily the energy itself. Thus, electrical energy and RPS Attributes
        are distinct products and need not be sold or purchased as a bundled product.
        Retail electric suppliers in Massachusetts will then use the purchase of
        such
        RPS Attributes to demonstrate compliance with the Restructuring Act and RPS
        Regulations.
  At
        the
        inception of the Egyptian business of the Trust, there was little development
        or
        development infrastructure along the Red Sea and parties making investments
        in
        these areas were eligible for 10-year income tax holidays. REFI qualified
        for
        such an income tax holiday which commenced on January 1, 2001 and will run
        through December 31, 2010. The projects of REFI are subject to routine
        regulatory oversight which is executed mostly at the local level and consists
        primarily of zoning and work-place safety regulations that the Trust does
        not
        consider onerous.
  The
        hydroelectric projects operate under the terms of the Federal Energy Regulatory
        Commission licenses issued to them. Even though these projects have no
        employees, they are affected by general employment regulations in the
        jurisdictions of its facilities through the RPM operations and maintenance
        agreements. The Trust considers these regulations to be routine and does
        not
        consider the cost of compliance to be material.
 
 Financing
        Arrangements
  The
        Trust
        uses debt to finance certain of the acquisitions and the operation of certain
        of
        its investments. Such financing arrangements are specific to the investment
        financed and are made at the operating company level. These
        financing arrangements are non-recourse to the Trust and the Trust provides
        no
        guarantees of the amounts borrowed under such financing
        arrangements.
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  Insurance
  The
        Trust
        has in place, either directly or through investee companies, insurance typical
        for activities such as those conducted by the Trust. These policies include
        property and casualty, business interruption, workman’s compensation, political
        risk and key executive life insurance which the Trust believes to be
        appropriate. Certain insurance policies carried by the Trust is required
        by the
        lenders of certain investee companies.
  Employees
  The
        Trust
        does not have employees. The activities of the Trust are performed either
        by
        employees of the Managing Shareholder, its affiliates or those of the specific
        investments of the Trust.
  Offices
 
 The
        principal office of the Trust is located at 1314 King Street, Wilmington,
        Delaware, 19801 and its phone number is 302-888-7444. The Managing Shareholder’s
        principal office is located at 947 Linwood Avenue, Ridgewood, New Jersey,
        07450
        and its phone number is 201-447-9000.
  Available
        Information
  The
        Trust’s shares are registered under Section 12(g) of the Securities Exchange Act
        of 1934, as amended (the “Exchange Act”). The Trust must therefore comply with,
        among other things, the periodic reporting requirements of Section 13(a)
        of the
        Exchange Act. As a result, the Trust prepares and files annual reports with
        the
        Securities and Exchange Commission (the “SEC”) on Form 10-K, quarterly reports
        on Form 10-Q and, from time to time, current reports on Form 8-K. Moreover,
        the
        Managing Shareholder maintains a website at http://www.ridgewoodpower.com
        that
        contains important information about the Managing Shareholder, including
        biographies of key management personnel, as well as information about the
        investments made by the Trust and the other investment programs managed by
        the
        Managing Shareholder.
  Where
        You Can Get More Information
  The
        Trust
        files annual, quarterly and current reports and certain other information
        with
        the SEC. Persons may read and copy any documents the Trust files at the SEC’s
        public reference room at 100 F Street, NE, Washington D.C. 20549. You may
        obtain
        information on the operation at the public reference room by calling the
        SEC at
        1-800-SEC-0330. The SEC maintains an internet site that contains reports,
        proxy
        and information statements, and other information regarding issuers that
        file
        electronically with the SEC at http://www.sec.gov. A copy of any such filings
        will be provided free of charge to any shareholder upon written request to
        the
        Managing Shareholder at its business address - 947 Linwood Avenue, Ridgewood,
        New Jersey 07450, ATTN: General Counsel.
  Reports
        to Shareholders
  The
        Trust
        does not anticipate providing annual reports to shareholders but will make
        available upon request copies of the Trust’s periodic reports to the SEC on Form
        10-K and on Form 10-Q.
 
 ITEM
        1A. RISK FACTORS
  In
        addition to the other information set forth elsewhere in this report, you
        should
        carefully consider the following factors when evaluating the
        Trust:
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  RISKS
        INHERENT IN THE BUSINESSES OF
        THE TRUST
  The
        Trust has material weaknesses in its disclosure controls and
        procedures.
  Material
        weaknesses in disclosure
        controls and procedures have been identified by management of the Trust.
        These
        weaknesses primarily relate to the Trust’s inability to complete its reporting
        obligations on a timely basis as a result of deficient disclosure controls
        and
        procedures. See Item 9A. “Controls and Procedures” in this report. The inability
        of the Trust to timely report its results could impact the ability of an
        investor to adequately understand its investment, restrict the Trust’s ability
        to conduct its activities and subject the Trust to fines and penalties. Upon
        further review, the Trust may also determine that it has material weaknesses
        in
        its internal control over financial reporting.
  The
        Trust’s biomass business can be affected by factors including weather and
        business conditions in other industries.
  Greater
        than normal amounts of rain or snowfall, while benefiting hydroelectric projects
        of the Trust, could adversely affect the ability of suppliers to provide
        wood
        fuel to the Indeck Maine projects, which could result in increased supply
        costs.
        Conversely, moderate weather could adversely affect the prices Indeck Maine
        receives for its electricity generation. As a result, the projects could
        have to
        reduce production, or alternatively, suspend its operations. Changes in
        conditions of the paper, lumber or other wood-products industries in the
        area of
        the plants could increase competition for the material used by the Indeck
        Maine
        projects for fuel. Such a circumstance could adversely impact operations
        of the
        projects by reducing availability of fuel to the plants or by increasing
        the
        cost of fuel.
  The
        Trust’s investment in the Egyptian water desalinization business depends on the
        willingness and ability of tourists to travel to the Egyptian Red Sea resort
        areas. Factors that reduce that tourism, including acts of terrorism, could
        have
        an adverse impact on the business of the Trust.
  REFI
        serves remote hotel resort communities that depend on the willingness and
        ability of tourists to make discretionary journeys to the Egyptian Red Sea
        areas. Factors decreasing the willingness or ability of tourists to make
        these
        journeys will reduce the demand for the output of the water projects of the
        Trust. These factors include, but are not limited to, acts of terrorism,
        the
        cost of travel to the area and general tourism industry trends. The resort
        areas
        of Egypt have experienced acts of terrorism in the past and it is possible
        that
        such acts could result in dramatically reduced tourism to the area which
        would
        likely have an adverse impact on the output quantity and price of the Trust’s
        products. Material increases in the cost of travel to the area for reasons
        such
        as increases in airfares, taxes or accommodations or other, unrelated changes
        in
        traveler preferences can also adversely affect the demand for the products
        of
        REFI. The projects of REFI have no alternative markets for their
        products.
  The
        Trust’s hydroelectric business can be affected by adverse weather
        conditions.
  The
        Trust’s hydroelectric generation projects rely on rainfall and snowfall to
        provide water flow for electricity production. Rainfall and snowfall vary
        from
        year-to-year and an extended period of below-normal rainfall and/or snowfall
        would significantly reduce electricity revenue. Each project is entirely
        dependent on the water flow through where it is located.
  The
        Trust has a significant portion of its investments located outside the United
        States that can be affected by events beyond the Trust’s control.
  The
        Trust
        has significant investments in Egypt and, until the sale of its UK operations,
        significant investments in the UK. As a result, the Trust is subject to certain
        risks on a country-by-country basis, including changes in domestic and foreign
        government regulations, licensing requirements, tariffs or taxes and other
        trade
        barriers, exchange controls, expropriation, and political and economic
        instability, including fluctuations in the value of foreign currencies. Certain
        of these risks may be greater than those commonly experienced in the United
        States. The exchange rate from local currencies to US dollars may be so
        unfavorable that the Trust may experience negative net results, when measured
        in
        US dollars, even though the performance of the Egyptian or UK businesses
        may be
        successful when measured in their local currencies. Also, fluctuations of
        foreign currencies could reduce the value of, or the ability of, the Trust
        to
        make distributions to its shareholders.
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   The
        operations of the Trust have limited capital, limited access to new capital
        and
        have obligations to third parties for borrowed money.
  The
        Trust’s investments, but not the Trust itself, utilizes debt financing, which
        increases the variability of results and increases the financial risk of
        the
        Trust. The rights of the Trust to the cash flow of the projects are subordinated
        to the obligations of the projects under the debt facilities, which could
        limit
        the Trust’s ability to receive cash distributions from the investments. Also,
        the Trust does not maintain significant reserves for contingencies to offset
        this risk.
  The
        operations of the Trust may experience competitive price pressure and
        competition for project development opportunities.
  Competition
        for new project opportunities is based largely on price, service and
        reliability. While it is difficult to displace the existing projects of the
        Trust from their customers, competition exists for new projects and this
        competition may, in some circumstances, drive down the prices of the products
        and services offered by the Trust’s projects or drive up the costs of its
        feedstock resources.
  The
        Trust may experience delays and cost overruns in the development of new
        projects.
  As
        an
        integral part of its Egyptian businesses, and the UK business prior to its
        sale
        in 2007, the Trust identifies, develops and constructs new projects. These
        processes are inherently uncertain and prone to unforeseen delays and costs
        which can adversely impact the revenues, expenses and cash flow of the Trust
        by
        making completed projects less economically attractive than they were expected
        to be at the time a commitment was made to building the project. This can
        also
        result in the abandonment or liquidation of projects prior to
        completion.
  The
        projects of the Trust depend on the near-continuous operation of their
        equipment. Should the productivity of some or all of this equipment be
        compromised or should the equipment fail altogether, the Trust would be
        adversely affected. The Trust may also experience difficulty in hiring qualified
        operating personnel.
  The
        primary equipment of the Trust includes mechanical fuel handling systems,
        circulating fluidized bed boilers, turbine generator sets, reverse osmosis
        water
        purification equipment, reciprocating engine generator sets, water pumping
        stations and hydroelectric generating equipment. This equipment is subject
        to
        mechanical failure that the Trust may not be able to predict and that can
        render
        specific projects inoperable for considerable periods of time. This risk
        also
        extends to failures of the electricity grid near the Trust’s projects that could
        prevent the affected project or projects from delivering its electricity.
        In
        addition, the Trust may experience price increases for, or difficulty in
        obtaining, spare parts for its projects and in identifying and hiring personnel
        qualified to operate, maintain and repair the specialized equipment that
        make up
        parts of its projects.
  The
        projects of the Trust are subject to regulatory changes (including changes
        in
        environmental regulations) that could significantly reduce revenues or increase
        expenses of the Trust.
  This
        risk
        of increased expenses is inherently difficult to predict but could include
        matters such as the ability of the Egyptian projects to discharge the reject
        water that is a byproduct of the purification process or requirements on
        the
        part of regulators for owners of dams or hydroelectric generators to provide
        for
        fish passages either upstream or downstream of the dams that affect US Hydro
        and
        Maine Hydro. Such changes could increase costs at affected projects or
        prevent certain projects from operating.
  Indeck
        Maine derives a significant portion of its income from renewable energy
        incentive programs sponsored by state governments. Should states reduce,
        eliminate or change the compliance requirements for these programs such changes
        could have a materially adverse impact on the financial performance of the
        Trust’s investment in Indeck Maine.
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  REFI
        must arrange for feedwater, for the disposal of reject water and for a supply
        of
        electricity to operate its projects.
  REFI
        depends on third party owners of water rights to source feedwater for their
        facilities and for the discharge of reject water that is a byproduct of the
        reverse osmosis process. Should this be restricted, not possible or the price
        increases significantly, the profitability of the affected sites would be
        reduced. The REFI projects also depend on third party supply of diesel fuel
        for
        electricity generation at certain projects and third party supply of electricity
        at other projects. Restrictions of availability of these commodities or
        significant increases in prices would have a negative impact on the affected
        projects and the Trust.
  The
        Trust may become involved in litigation.
  The
        Trust
        faces an inherent business risk of exposure to various types of claims and
        lawsuits that may arise in the ordinary course of business. Although it is
        not
        possible to predict the timing, nature or outcome of such claims or lawsuits
        should they arise, we believe the chances that any claims or lawsuits arising
        and resulting, individually or in the aggregate, in a material impact on
        the
        Trust to be remote. See item 3. “Legal Proceedings’ for a description of
        litigation in which the Trust is one of the defendants. However, the Trust
        could
        in the future incur judgments or enter into settlements of lawsuits and claims
        that could have a material adverse effect on the results of the Trust. In
        addition, while the Trust maintains insurance coverage with respect to certain
        claims, the Trust may not be able to obtain such insurance on acceptable
        terms
        in the future, if at all, and any such insurance may not provide adequate
        coverage against any such claims.
  THE
        FOLLOWING RISK FACTORS RELATE TO THE TRUST’S RUK ACTIVITIES, WHICH AS DISCUSSED
        ABOVE, WERE SOLD IN 2007:
  The
        Trust’s UK landfill methane business depends on the production of landfill
        methane from the landfill sites on which they operate and access to that
        gas
        production.
  The
        electricity production of the RUK projects is typically limited by the available
        amount of landfill methane gas used as fuel by these projects. A number of
        factors influence the amount of landfill methane gas produced by a landfill
        site
        including the quantity and makeup of the waste deposited into the site by
        the
        landfill operator, the manner and sequence of the waste deposition, the
        non-waste materials used to support the landfill structure and the amount
        of
        liquid in the landfill. A number of factors also influence the ability of
        the
        Trust’s UK personnel to gain access to gas that is being produced by a landfill
        including the land filling strategy and practices of the landfill site operator.
        To the extent that these factors limit the production of landfill methane
        gas or
        the ability of the projects of the Trust to collect and use that gas at some
        or
        all of the landfill sites on which they operate, the affected project or
        projects may not achieve profitable output levels.
  Certain
        of the RUK projects sell their electricity and ROC output at open market
        prices
        and could be adversely affected should prices fall substantially.
  With
        respect to the projects of RUK not subject to NFFO contracts, the output
        is sold
        at open market power prices. These prices are fixed from time-to-time in
        one-year contracts. Should the price of electricity or ROCs fall substantially,
        the Trust would be adversely affected and it is possible that the projects
        affected could not be operated profitably.
  RISKS
        RELATED TO THE NATURE OF THE TRUST’S SHARES
  The
        Trust’s shares have severe restrictions on transferability and liquidity and
        shareholders are required to hold the shares indefinitely.
  The
        Trust’s shares are illiquid investments. There is currently no market for these
        shares and one is not likely to develop. Because there may be only a limited
        number of persons who purchase shares and because there are significant
        restrictions on the transferability of such shares under the Trust’s Declaration
        of Trust and under applicable federal and state securities laws, it is expected
        that no public market will develop. Moreover, neither the Trust nor the Managing
        Shareholder will provide any market for the shares. Shareholders are generally
        prohibited from selling or transferring their shares except in the circumstances
        permitted under the Declaration of Trust and applicable law, and all such
        sales
        or transfers require the Trust’s consent, which it may withhold at its sole
        discretion. Accordingly, shareholders have no assurance that an investment
        can
        be transferred and must be prepared to bear the economic risk of the investment
        indefinitely.
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   Shareholders
        are not permitted to participate in the Trust’s management or operations and
        must rely exclusively on the Managing Shareholder.
  Shareholders
        have no right, power or authority to participate in the Trust’s management or
        decision making or in the management of the Trust’s projects. The Managing
        Shareholder has the exclusive right to manage, control and operate the Trust’s
        affairs and business and to make all decisions relating to its
        operation.
  The
        Trust’s assets are generally illiquid and any disposition of Trust assets is at
        the discretion of the Managing Shareholder.
  The
        Trust’s interest in projects is illiquid. However, if the Trust were to attempt
        to sell any such interest, a successful sale would depend upon, among other
        things, the operating history and prospects for the project or interest being
        sold, the number of potential purchasers and the economics of any bids made
        by
        them. The Managing Shareholder has full discretion to determine whether any
        project, or any partial interest, should be sold and the terms and conditions
        under which such project would be sold. Consequently, shareholders will
        depend on the Managing Shareholder for the decision to sell all or a portion
        of
        an asset, or retain it, for the benefit of the shareholders and for negotiating
        and completing the sale transaction.
  The
        Trust indemnifies its officers, as well as the Managing Shareholder and its
        employees, for certain actions taken on its behalf. Therefore, the Trust
        has
        limited recourse relative to these actions.
  The
        Declaration of Trust provides that the Trust’s officers and agents, the Managing
        Shareholder, the affiliates of the Managing Shareholder and their respective
        directors, officers and agents when acting on behalf of the Managing Shareholder
        or its affiliates on the Trust’s behalf, will be indemnified and held harmless
        by the Trust  from any and all claims rising out of the Trust’s
        management, except for claims arising out of bad faith, gross negligence
        or
        willful misconduct or a breach of the Declaration of Trust. Therefore, the
        Trust
        may have difficulty sustaining an action against the Managing Shareholder,
        or
        its affiliates and their officers based on breach of fiduciary responsibility
        or
        other obligations to the shareholders.
  The
        Managing Shareholder is entitled to receive a management fee regardless of
        the
        Trust’s profitability and also receives cash distributions.
  The
        Managing Shareholder is entitled to receive an annual management fee from
        the
        Trust regardless of whether the Trust is profitable in that year. The annual
        fee, payable monthly, is equal to 2.5% of total capital contributed by
        shareholders. In addition to its annual management fee, the Managing
        Shareholder, as compensation for its management services, will receive 20%
        of
        the Trust’s cash distributions to shareholders upon the shareholders having
        received a certain minimum level of distributions as set out in the Declaration
        of Trust, even though the Managing Shareholder has not contributed any cash
        to
        the Trust. Accordingly, shareholders contribute all of the cash utilized
        for the
        Trust’s investments and activities. If the Trust’s projects are unsuccessful,
        the shareholders may lose 100% of their investment while the Managing
        Shareholder will not suffer any investment losses because it did not contribute
        any capital. None of the compensation to be received by the Managing Shareholder
        has been derived as a result of arm’s length negotiations.
  Cash
        distributions are not guaranteed and may be less than anticipated or
        estimated.
  Distributions
        depend primarily on available cash from project operations. At times,
        distributions may be delayed to repay the principal and interest on project
        or
        Trust borrowings, if any, or to Trust other costs. The Trust’s taxable income
        will be taxable to the shareholders in the year earned, even if cash is not
        distributed.
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  Because
        the Managing Shareholder manages other electricity generation and infrastructure
        trusts, it may have conflicts of interest in its management of the Trust’s
        operations.
  Shareholders
        will not be involved in the management of the Trust’s operations. Accordingly,
        they must rely on the Managing Shareholder’s judgment in such matters. Inherent
        with the exercise of its judgment, the Managing Shareholder will be faced
        with
        conflicts of interest. While neither the Trust nor the Managing Shareholder
        have
        specific procedures in place in the event of any such conflicting
        responsibilities, the Managing Shareholder recognizes that it has fiduciary
        duties to the Trust in connection with its position and responsibilities
        as
        Managing Shareholder and it intends to abide by such fiduciary responsibilities
        in performing its duties. Therefore, the Managing Shareholder and its affiliates
        will attempt, in good faith, to resolve all conflicts of interest in a fair
        and
        equitable manner with respect to all parties affected by any such conflicts
        of
        interest. However, the Managing Shareholder is not liable to the Trust for
        how
        conflicts of interest are resolved unless it has acted in bad faith, or engaged
        in gross negligence or willful misconduct.
  TAX
        RISKS ASSOCIATED WITH AN INVESTMENT IN SHARES
  The
        Trust
        is organized as a Delaware trust and the Managing Shareholder has qualified
        the
        Trust as a partnership for federal tax purposes. The principal tax risks
        to
        shareholders are that:
  ·
              The
                  Trust may recognize income taxable to the shareholders but may
                  not
                  distribute enough cash to cover the income taxes owed by shareholders
                  on
                  the Trust’s taxable income.
 
 ·
              The
                  allocation of Trust items of income, gain, loss, and deduction
                  may not be
                  recognized for federal income tax purposes.
 
 ·
              All
                  or a portion of the Trust’s expenses could be considered either investment
                  expenses (which would be deductible by a shareholder only to the
                  extent
                  the aggregate of such expenses exceeded 2% of such shareholder’s adjusted
                  gross income) or as nondeductible items that must be capitalized.
 
 ·
              All
                  or a substantial portion of the Trust’s income could be deemed to
                  constitute unrelated business taxable income, such that tax-exempt
                  shareholders could be subject to tax on their respective portions
                  of such
                  income.
 
 ·
              If
                  any Trust income is deemed to be unrelated business taxable income,
                  a
                  shareholder that is a charitable remainder trust could have all
                  of its
                  income from any source deemed to be taxable.
 
 ·
              All
                  or a portion of the losses, if any, allocated to the shareholders
                  will be
                  passive losses and thus deductible by the shareholder only to the
                  extent
                  of passive income.
 
 ·
              The
                  shareholders could have capital losses in excess of the amount
                  that is
                  allowable as a deduction in a particular year.
 
 Although
        the Trust has obtained an opinion of counsel regarding the matters described
        in
        the preceding paragraph, it will not obtain a ruling from the IRS as to any
        aspect of the Trust’s tax status. The tax consequences of investing in the Trust
        could be altered at any time by legislative, judicial, or administrative
        action.
  If
        the IRS audits the Trust, it could require investors to amend or adjust their
        tax returns or result in an audit of their tax.
  The
        IRS
        may audit the Trust’s tax returns. Any audit issues will be resolved at the
        Trust level by the Managing Shareholder.
 
 If
        adjustments are made by the IRS, corresponding adjustments will be required
        to
        be made to the federal income tax returns of the shareholders, which may
        require
        payment of additional taxes, interest, and penalties. An audit of the Trust’s
        tax return may result in the examination and audit of a shareholder’s return
        that otherwise might not have occurred, and such audit may result in adjustments
        to items in the shareholder’s return that are unrelated to the Trust’s
        operations. Each shareholder bears the expenses associated with an audit
        of that
        shareholder’s return.
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   In
        the
        event that an audit of the Trust by the IRS results in adjustments to the
        tax
        liability of a shareholder, such shareholder will be subject to interest
        on the
        underpayment and may be subject to substantial penalties.
  The
        tax
        treatment of the Trust can not be guaranteed for the life of the Trust. Changes
        in law or regulations may adversely affect any such tax treatment.
  Deductions,
        credits or other tax consequences may not be available to shareholders.
        Legislative or administrative changes or court decisions could be forthcoming
        which would significantly change the statements herein. In some instances,
        these
        changes could have substantial effect on the tax aspects of the Trust. Any
        future legislative changes may or may not be retroactive with respect to
        transactions prior to the effective date of such changes. Bills have been
        introduced in Congress in the past and may be introduced in the future which,
        if
        enacted, would adversely affect some of the tax consequences of the
        Trust.
  ITEM
        1B.  UNRESOLVED STAFF COMMENTS
  Not
        applicable.
  ITEM
        2.  PROPERTIES
  Information
        regarding the Trust’s properties is contained in Item 1. “Business”, under the
        heading “Projects and Properties”.
  ITEM
        3.  LEGAL PROCEEDINGS
  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. As of the filing of this report, no trial
        date
        has been set by the court.
 
 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.
        For a
        description of the sale transaction, see Item 1. “Business – Ridgewood
        UK.”  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.
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   All
        defendants in Bergeron I and Bergeron II deny the allegations and intend
        to
        defend both actions vigorously.
  On
        August
        16, 2006, the Trust and several affiliated entities, including the Managing
        Shareholder, filed a lawsuit 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 suit alleged
        professional malpractice and breach of contract in connection with audit
        and
        accounting services performed for the Trust and the other plaintiffs by Perelson
        Weiner. On October 20, 2006, Perelson Weiner filed a counterclaim against
        the
        Trust and the other plaintiffs, alleging breach of contract due to unpaid
        invoices in the total amount of approximately $1,188,000. Discovery is ongoing
        and no trial date has been set.
  ITEM
        4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY
        HOLDERS
  None.
 
 PART
        II
  ITEM
        5.  MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED
        SECURITY HOLDER MATTERS AND ISSUER PURCHASES OF EQUITY
        SECURITIES
  Market
        Information
 
 There
        has
        never been an established public trading market for the Trust’s Investor
        Shares.
 
 Holders
 
 As
        of
        December 31, 2007 and 2006 there were 1,817 and 1,822 holders of Investor
        Shares, respectively.
 
 Dividends
 
 Trust
        distributions for the years ended December 31, 2006 and 2005 were as follows
        (in
        thousands, except per share data):
 
 2006
              
              
              2005Distributions
                    to Investors
              
              $
              3,296
              
              
              $
              933Distributions
                  per Investor Share
              
              
              3,532
              
              
              
              1,000Distributions
                    to Managing Shareholder
              
              
              33
              
              
              
              9
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  ITEM
        6.  SELECTED FINANCIAL DATA
 
 The
        following selected consolidated financial data should be read in conjunction
        with the Trust’s consolidated financial statements and related notes and Item 7.
“Management’s Discussion and Analysis of Financial Condition and Results of
        Operations” of this Form 10-K.
 
 The
        consolidated statement of operations data for the years ended December 31,
        2006,
        2005 and 2004 and the consolidated balance sheet data as of December 31,
        2006
        and 2005 are derived from audited financial statements included in this Form
        10-K. The consolidated statement of operations data for the years ended December
        31, 2003 and 2002 and the consolidated balance sheet data as of December
        31,
        2004, 2003 and 2002 are derived from audited consolidated financial statements
        not included in this Form 10-K. The consolidated statement of operations
        and the
        consolidated balance sheet data for the year ended December 31, 2002 are
        derived
        from audited consolidated financial statements that have not been restated,
        and
        as a result, may not be comparable to subsequent periods.
 
 December
                  31,(in
                  thousands, except per share amounts)
              
              2006
              
              
              2005
              
              
              2004
              
              
              2003
              
              
              2002Consolidated
                  Statement of Operations Data:Revenues
                    (1)
              
              $
              44,751
              
              
              $
              32,359
              
              
              $
              22,878
              
              
              $
              13,729
              
              
              $
              9,120Net
                  loss
              
              
              (2,072
              )
              
              
              (1,640
              )
              
              
              (4,908
              )
              
              
              (8,412
              )
              
              
              (4,991
              )Net
                    loss per Investor Share
              
              
              (2,199
              )
              
              
              (1,740
              )
              
              
              (5,208
              )
              
              
              (8,927
              )
              
              
              (5,297
              )Consolidated
                  Balance Sheet Data:Plant
                    and equipment, net (1)
              
              
              61,900
              
              
              
              51,909
              
              
              
              52,048
              
              
              
              34,919
              
              
              
              21,216Total
                  assets (1)
              
              
              114,623
              
              
              
              100,688
              
              
              
              113,108
              
              
              
              105,207
              
              
              
              67,231Long-term
                    debt (less current portion)
              
              
              16,982
              
              
              
              16,936
              
              
              
              21,065
              
              
              
              21,193
              
              
              
              19,843Capital
                  lease obligations (less current portion)
              
              
              43,455
              
              
              
              26,898
              
              
              
              23,602
              
              
              
              9,693
              
              
              
              -Construction
                    advances (less current portion)
              
              
              9,235
              
              
              
              23,264
              
              
              
              35,685
              
              
              
              34,179
              
              
              
              -Minority
                  interest
              
              
              -
              
              
              
              476
              
              
              
              3,494
              
              
              
              5,715
              
              
              
              10,585Shareholders'
                    equity
              
              
              12,772
              
              
              
              15,654
              
              
              
              14,802
              
              
              
              19,230
              
              
              
              28,244
 
 (1)
              Increases
                  in revenues and plant and equipment in 2004 and total assets in
                  2003 are
                  due to the increase in the generating capacity of RUK operations,
                  as
                  discussed in the Trust’s Consolidated Financial Statements.
 
 ITEM
        7.  MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL
        CONDITION AND RESULTS OF OPERATIONS
  The
        following discussion and analysis should be read in conjunction with the
        Trust’s
        consolidated financial statements and Notes which appear elsewhere in this
        Annual Report on Form 10-K. This discussion contains forward-looking
        statements that involve risks, uncertainties and assumptions. The Trust’s actual
        results could differ materially from those anticipated in these forward-looking
        statements as a result of various factors, including those set forth in
        Part I, Item 1A. “Risk Factors” and elsewhere in this Annual Report on
        Form 10-K.
 
 Overview
 
 The
        Trust
        is a Delaware trust formed on March 14, 1996 primarily to make investments
        in
        projects and businesses in the energy and infrastructure sectors both in
        the US
        and abroad. RRP, a New Jersey limited liability company, is the Managing
        Shareholder. As the Managing Shareholder, RRP has direct and exclusive control
        over the management and operations of the Trust. The Trust has focused primarily
        on small-scale electricity generation projects using renewable sources of
        fuel
        and on water treatment facilities in remote locations serving hotel resort
        developments. These projects allow the Trust to develop secure long-term
        positions in attractive specialty markets for products and services provided
        by
        its projects and companies.
  As
        of
        December 31, 2006, the projects in which the Trust has investments were located
        in the United States, the UK and Egypt. As of that date, the Trust had
        investments in landfill gas-fired electric generating projects in the UK
        with
        total capacity of 59.1MW, in biomass-fueled electricity generating projects
        in
        the US with total generating capacity of 49MW, in hydroelectric generating
        projects in the US with total capacity of 26.3MW and in projects in Egypt
        with
        the capacity to produce approximately 24,500 cubic meters (approximately
        6.5
        million gallons) of potable water per day and electricity generating capacity of
        29.7MW.
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   The
        Trust’s accompanying consolidated financial statements include the financial
        statements of RUK. The Trust’s consolidated financial statements also include
        the Trust’s 29.2% interest in US Hydro, its 14.1% interest in NEH, its 25%
        interest in Indeck Maine and its 50% interest in Maine Hydro 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 investments.
 
 The
        Trust
        owns a 69.6% interest in RUK and the remaining 30.4% minority interest is
        owned
        by the Growth Fund. The interests of the Growth Fund are presented as minority
        interest in the consolidated financial statements of the Trust.
  In
          February 2007, RUK completed the sale of its Shares of CLP, as discussed
          in Note
          18 to the accompanying Consolidated Financial Statements of the Trust (the
          “Sale”). As a result, for as long as relevant, the Trust expects to present the
          results of operations of RUK as discontinued operations in all financial
          statements of the Trust contained in the Trust’s filings with the SEC with
          respect to periods ending after December 31, 2006.  Additionally,
          financial statements of the Trust covering periods ending on or before
          December
          31, 2006 will, in such filings, reflect the operations of RUK as discontinued
          operations.  Based on the Trust’s accounting for its investments, all
          historical operating revenues and cost of revenues of the Trust have been
          derived from the RUK operations. In addition, (i) for the year ended December
          31, 2006, the majority of interest income and interest expense, all recorded
          asset impairments, and a significant portion of general and administrative
          expenses are attributable to RUK, and (ii) all recorded book value of plant
          and
          equipment and debt at December 31, 2006 is attributable to RUK.  Due
          to the Sale, financial statements of the Trust for periods ending after
          December
          31, 2006 will be significantly different than the financial statements
          of the
          Trust contained in this report, as the Trust will no longer have revenues,
          cost
          of revenues or gross profit and its balance sheet will be materially
          reduced.The Trustexpects
          toamendthe
          Current Report on Form8-K filedby the Truston February 28,
          2007 to includepro forma financial
          information of the Trust giving effect to the Sale.
  Critical
        Accounting Policies and Estimates
 
 The
        discussion and analysis of the Trust’s financial condition and results of
        operations are based upon the Trust’s consolidated financial statements, which
        have been prepared in conformity with accounting principles generally accepted
        in the United States of America. In preparing these financial statements,
        the
        Trust is required to make certain estimates, judgments and assumptions. These
        estimates, judgments and assumptions affect the reported amounts of the Trust’s
        assets and liabilities, including the disclosure of contingent assets and
        liabilities, at the date of the financial statements and the reported amounts
        of
        the Trust’s revenues and expenses during the periods presented. The Trust
        evaluates these estimates and assumptions on an ongoing basis. The Trust
        bases
        its estimates and assumptions on historical experience and on various other
        factors that the Trust believes to be reasonable at the time the estimates
        and
        assumptions are made. However, future events and their effects cannot be
        predicted with absolute certainty. Therefore, the determination of estimates
        requires the exercise of judgment. Actual results may differ from these
        estimates and assumptions under different circumstances or conditions, and
        such
        differences may be material to the financial statements. The Trust believes
        the
        following critical accounting policies affect the more significant estimates
        and
        judgments in the preparation of the Trust’s consolidated financial
        statements.
 
 Revenue
        Recognition
 
 Revenues
        generated from the sale of electric power are recorded in the month of delivery,
        based on the estimated volumes sold to customers. Any adjustments are made
        to
        reflect actual volumes delivered when the actual volumetric information
        subsequently becomes available. Billings to customers for power generation
        generally occurs during the month following delivery. Final billings do not
        vary
        significantly from estimates.
 
 Unbilled
        Receivables
 
 Unbilled
        receivables consist of revenue that has been earned but for which no invoices
        have been issued as the meter readings have not been certified by the customer
        or appropriate regulatory body. Power generation revenue is recorded in the
        month of delivery and meter certification can require a period of two to
        four
        months in the case of certifications required for the issuance of
        ROCs.
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  Accounts
        Receivable
 
 Accounts
        receivable are recorded at invoice price in the period the related revenues
        are
        earned, and do not bear interest. No allowance for bad debt expense was provided
        based upon historical write-off experience, evaluation of customer credit
        condition and the general economic status of the customers.
 
 Plant
        and Equipment
 
 Plant
        and
        equipment, consisting of plant and machinery, vehicles, furniture and fixtures
        and construction-in-process, are stated at cost less accumulated depreciation.
        Renewals and betterments that increase the useful lives of the assets are
        capitalized. Repair and maintenance expenditures are expensed as incurred.
        Upon
        retirement or disposal of assets, the cost and related accumulated depreciation
        are removed from the consolidated balance sheets. The difference, if any,
        between the net asset value and any proceeds from such retirement or disposal
        is
        recorded as a gain or loss in the statement of operations.
  Depreciation
        is recorded using the straight-line method over the useful lives of the assets,
        which ranges from 4 to 15 years.
 
 Impairment
        of Intangibles and Long-Lived Assets
 
 The
        Trust
        evaluates intangible assets and long-lived assets, such as plant and equipment,
        when events or changes in circumstances indicate that the carrying value
        of such
        assets may not be recoverable. The determination of whether impairment has
        occurred is made by comparing the carrying value of an asset to the estimated
        undiscounted cash flows attributable to that asset. If impairment has occurred,
        the impairment loss recognized is the amount by which the carrying value
        exceeds
        the estimated fair value of the asset, which is based on the estimated future
        cash flows discounted at the estimated cost of capital. The analysis requires
        estimates of the amount and timing of projected cash flows and, where
        applicable, judgments associated with, among other factors, the appropriate
        discount rate. Such estimates are critical in determining whether any impairment
        charge should be recorded and the amount of such charge if an impairment
        loss is
        deemed to be necessary.
 
 Income
        Taxes
 
 The
        provision in the accompanying consolidated financial statements is made for
        UK
        income taxes and no provision is made for United States income taxes as the
        income or losses of the Trust are passed through and included in the income
        tax
        returns of the individual shareholders of the Trust. The Trust uses the
        liability method in accounting for income taxes. Deferred income tax reflects,
        where required, the net tax effect of temporary differences between the carrying
        amounts of assets and liabilities for financial reporting purposes and amounts
        used for tax purposes.
 
 Foreign
        Currency Translation
 
 The
        British Pound Sterling and Egyptian Pound are the functional currency of
        the Trust’s UK and Egyptian subsidiaries, respectively. The consolidated
        financial statements of the Trust’s non-United States subsidiaries are
        translated into United States dollars. Assets and liabilities are translated
        into US dollars using the current exchange rates in effect at the balance
        sheet
        date, while revenues and expenses are translated using the average exchange
        rates during the applicable reporting period. The cumulative foreign
        currency translation adjustment is a component of other comprehensive income
        included in shareholders’ equity.
 
 Management
        Fee
 
 The
        Trust
        is charged management fees from its Managing Shareholder. Unpaid management
        fees
        accrue interest at 10% per annum. The Managing Shareholder has periodically
        waived its right to receive a portion of the fees and related interest. Any
        waived management fees and interest are deemed capital contributions at the
        time
        of waiver.
  21
 Table
            of Contents
  Results
        of Operations
 
 Year
        ended December 31, 2006 compared to the year ended December 31,
        2005
 
 Revenues
        increased by approximately $12.4 million, or 38.3%, from $32.4 million in
        2005
        to $44.8 million in 2006. This increase was primarily due to increased UK
        output
        which was driven by higher capacity and prices. Production output increased
        by
        41,000 megawatt hours (“MWh”), or 12.9%, over the same period in 2005 and
        wholesale electricity prices increased by 15.9% in 2006.
 
 Cost
        of
        revenues for 2006 was $36.9 million compared to $29.3 million for 2005, an
        increase of approximately $7.6 million, or 25.7%. The increase was primarily
        due
        to increased variable payments made to the PowerBanks of $5.7 million and
        higher
        royalty expenses of $0.6 million, both driven by increased output. Additionally,
        cost of revenues also increased due to higher depreciation expense of $1.6
        million, partially offset by decrease of $0.3 million in headcount
        expenses.
 
 Gross
        profit increased by approximately $4.9 million, to $7.9 million in 2006 from
        $3.0 million in 2005, due to the increased revenues from RUK, partially offset
        by the associated increase in cost of revenues.
 
 General
        and administrative expenses increased by $1.1 million, from $0.7 million
        in 2005
        to $1.8 million in 2006. The increase was primarily attributable to increases
        in
        professional fees.
 
 The
        management fee due to the Managing Shareholder of $2.3 million for 2006 was
        comparable to the 2005 management fee. A management fee is paid to the Managing
        Shareholder for certain management, administrative and advisory services,
        office
        space and other facilities provided to the Trust. In the fourth quarter of
        2006,
        the Managing Shareholder waived its right to receive $2.2 million of the
        management fees for 2006 and related accrued interest.
 
 Impairment
        of plant and equipment increased from $0.6 million in 2005 to $1.2 million
        in
        2006.  The Trust records impairment of plant and equipment when events
        or changes in circumstances indicate that the carrying value of such assets
        may
        not be recoverable. The landfill gas resource assessment on certain UK projects
        acted as a trigger for the impairment, and based on the impairment test
        performed, the Trust noted a decrease in the estimated future discounted
        cash
        flows.
 
 Interest
        expense increased by $1.2 million, from $5.5 million in 2005 to $6.7 million
        in
        2006. This increase was primarily due to increased capital lease obligations
        associated with the RUK expansion program.
 
 In
        2006,
        the Trust recorded equity income of $1 million from its investment in Maine
        Hydro compared to $0.6 million in 2005. The increase in equity income of
        $0.4 million was primarily the result of the increase in revenues resulting
        from
        higher production and decrease in impairment expenses of property, plant
        and
        equipment and electricity sales agreements in 2006 as compared to
        2005.
 
 In
        2006,
        the Trust recorded equity income of $0.6 million from its investment in Indeck
        Maine compared to $2.2 million in 2005. The decrease in equity income of
        approximately $1.6 million was primarily due to decreased
        gross profit resulting from higher production being more than offset by lower
        prices for electricity and increased operating costs.
 
 In
        2006,
        the Trust recorded UK income tax expense of $0.9 million compared to $0.3
        million in 2005. The increase in income tax expense was primarily attributable
        to the increase in current year pre-tax income and the recognition of temporary
        timing differences between the book and tax basis for the depreciation and
        amortization expense of UK operations.
 
 Minority
        interest in the loss of subsidiaries decreased by $0.9 million, from $1.2
        million in 2005 to $0.3 million in 2006. This was due to a decrease in the
        net
        loss of the RUK operations in 2006 as compared to 2005.
  Year
        ended December 31, 2005 compared to the year ended December 31,
        2004
 
 Revenues
        increased by approximately $9.5 million, or 41.4%, to $32.4 million in 2005
        compared to $22.9 million in 2004. This increase was primarily due to increased
        UK output which was driven by higher capacity and prices. Production output
        increased by 63,000 megawatt hours (“MWh”), or 24.6%, to 319,000 MWh in 2005
        compared to 2004.
  22
 Table
            of Contents
  Cost
        of
        revenues for 2005 was $29.3 million compared to $20.3 million for 2004, an
        increase of $9 million, or 44.5%. The increase was primarily due to higher
        royalty expenses of $1.9 million and increased variable payments made to
        the
        PowerBanks of $2.8 million, both driven by increased output. Additionally,
        cost
        of revenues also increased due to increased operating expenses, including
        maintenance and headcount expenses of $2.4 million and depreciation and
        amortization expenses of $1 million.
 
 Gross
        profit increased by approximately $0.5 million or 17.4%, to $3 million in
        2005
        from $2.6 million in 2004. Gross profit margin in 2005 decreased to 9.4%
        from
        11.3% in 2004 as the operating expenses increased at a higher rate than
        revenues.
 
 The
        management fee due to the Managing Shareholder of $2.3 million for 2005 was
        comparable to the 2004 management fee. The management fee was paid to the
        Managing Shareholder for certain management, administrative and advisory
        services, office space and other facilities provided to the Trust. For 2005,
        all
        but $0.5 million of the management fee and accrued interest was waived; for
        2004, all but $0.8 million was waived.
 
 Impairment
        of plant and equipment increased $0.1 million to $0.6 million in 2005. The
        Trust
        records impairment of plant and equipment when events or changes in
        circumstances indicate that the carrying value of such assets may not be
        recoverable. The landfill
        gas resource assessment on certain UK projects acted as a trigger for the
        impairment, and based on the impairment test performed, the Trust noted a
        decrease in the estimated future discounted cash flows.
 
 Interest
        income increased by approximately $0.2 million from $0.5 million in 2004
        to $0.7
        million in 2005, reflecting higher average cash balances in the 2005
        period.
 
 Interest
        expense increased approximately $1.7 million to $5.5 million in 2005 from
        $3.8
        million in 2004. This was primarily due to increases in capital lease balances
        associated with the RUK expansion program and also due to increased interest
        expense incurred on the unpaid balance of management fees payable to the
        Managing Shareholder.
 
 In
        2005,
        the Trust recorded equity income of $0.6 million from its investment in Maine
        Hydro compared to $0.5 million in 2004. The increase in equity income of
        approximately $0.1 million was primarily due to an increase in revenue resulting
        from higher production in 2005 compared to 2004, partially offset by an increase
        in cost of revenues. In addition, 2004 equity income included settlement
        of a
        legal complaint with the prior manager of the Maine Hydro projects which
        resulted in the receipt of $0.5 million in damages and the waiver of $0.4
        million in fees as settlement of past due invoices, allocated equally between
        the Trust and Trust IV.
 
 In
        2005,
        the Trust recorded equity income of $2.2 million from its investment in Indeck
        Maine compared to an equity loss of $1.6 million in 2004. The increase in
        equity income of $3.8 million was primarily due to an increase in gross profit
        in 2005 as compared to 2004 as a result of Indeck Maine experiencing increased
        revenues due to resumption of one of the operations in May 2004. This increase
        was partially offset by an increase in interest expense payable on member
        loans
        and increased general and administrative expenses.
 
 In
        2005,
        the Trust recorded an equity loss of $0.1 million from its investment in NEH
        compared to $0.3 million in 2004. The decrease in the equity loss of $0.2
        million was primarily due to an increase in revenues and other income and
        a
        decrease in general and administrative expenses. This was partially offset
        by an
        increase in cost of revenues resulting from higher production in 2005 compared
        to 2004 and the increase in provision for bad debts.
 
 In
        2005,
        the Trust recorded equity income of $0.3 million from its investment in US
        Hydro
        compared to $0.5 million in 2004. The decrease in equity income of $0.2
        million was primarily due to an increase in income tax and consulting expense.
        This increase in expenses was partially offset by a gain on termination of
        an
        electric power sales contract and the gain on sale of US Hydro notes in
        2004.
 
 The
        Trust
        recorded other expense of $0.2 million in 2005 compared to $0.8 million in
        2004.
        In 2005 and 2004, other expense included losses on sale-leasebacks of $0.2
        million and $0.9 million, respectively. Losses on sale leaseback transactions
        are recognized at the time of sale if the fair value of the plant and equipment
        sold was less than the un-depreciated cost of the plant and equipment. In
        addition, other expense for the year ended December 31, 2004 included other
        income of $0.2 million resulting from the sale of the Trust’s interest in
        Quantum Conveyer Systems in February 2004.
  23
 Table
            of Contents
  In
        2005,
        the Trust recorded UK income tax expense of $0.3 million compared to $10,000
        in
        2004. The increase in income tax expense was primarily attributable to the
        increase in current year pre-tax income and the recognition of temporary
        timing
        differences between the book and tax basis for the depreciation and amortization
        expense of UK operations.
 
 Minority
        interest in the loss of subsidiaries increased by $0.2 million from a loss
        of $1
        million in 2004 to $1.2 million in 2005. This was due to an increase in the
        net loss of the RUK operations in 2005 as compared to 2004.
  Liquidity
        and Capital Resources
 
 Year
        ended December 31, 2006 compared to the year ended December 31,
        2005
 
 At
        December 31, 2006, the Trust had cash and cash equivalents of $7.5 million,
        a
        decrease of $0.2 million from December 31, 2005. The cash flows for 2006
        were
        $13.3 million provided by operating activities, $9 million used in investing
        activities, $5.4 million used in financing activities and a $0.9 positive
        effect
        of foreign exchange on cash and cash equivalents.
 
 In
        2006,
        the Trust’s operating activities generated cash of $13.3 million compared to
        $6.8 million in 2005, an increase of approximately $6.5 million, primarily
        due
        to an increase in accounts receivable, unbilled receivables and accrued
        expenses, partially offset by decrease in accounts payable in 2006.
 
 In
        2006,
        investing activities used cash of $9 million compared to $12 million in 2005,
        a
        decrease of cash outflow of approximately $3 million. This decrease in cash
        used
        in 2006 was due to decrease in capital expenditures of $1.5 million, loans
        made
        to Indeck Maine of $1 million and interest received from loans to Indeck
        Maine
        in 2006 of $0.5 million.
 
 In
        2006,
        the Trust used $5.4 million of cash in financing activities, which represents
        $2
        million used for repayments of long-term debt, $3.4 million of cash
        distributions to shareholders and minority interest and $2.2 million used
        for
        capital lease obligations. This is partially offset by $2.2 million in
        borrowings under revolving credit facility for providing working capital
        to the
        business in 2006.  In 2005, the Trust used $5.9 million of cash in
        financing activities, which represents $1.8 million used for long-term debt
        repayments, $2.6 million of cash distributions to shareholders and minority
        interest and $1.5 million used for capital lease obligations.
 
 Year
        ended December 31, 2005 compared to the year ended December 31,
        2004
 
 At
        December 31, 2005, the Trust had cash and cash equivalents of $7.7 million,
        a
        decrease of $12.6 million from December 31, 2004. The cash flows for the
        year
        2005 were $6.8 million provided by operating activities, $12 million used
        in
        investing activities, $5.9 million used in financing activities and a $1.5
        million negative effect of foreign exchange on cash and cash
        equivalents.
 
 In
        2005,
        the Trust’s operating activities generated cash of $6.8 million compared to
        using cash of $0.9 million in 2004, an increase of approximately $7.7 million,
        primarily due to increases in revenue, accounts payable and accrued expenses,
        partially offset by a decrease in due to/from affiliates, net.
 
 In
        2005,
        investing activities used $12 million compared to $17.3 million in 2004.
        The
        decrease was primarily due to decreased capital expenditures of $5.3
        million.
 
 In
        2005,
        the Trust used $5.9 million of cash in financing activities, primarily as
        a
        result of $1.8 million used for term debt repayments, $2.6 million for cash
        distributions to shareholders and minority interest and $1.5 million used
        for
        capital lease obligations. In 2004, the Trust provided $5.9 million of cash
        from
        financing activities primarily as a result of $12.1 million provided by
        construction advances for the RUK expansion program, partially offset by
        $3.4
        million used for distributions to shareholders and minority interest, $1.6
        million used for term debt repayments and $1.1 million used for capital
        lease obligations.
  24
 Table
            of Contents
  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
 
 The
        Trust
        has not entered into any off-balance sheet arrangements that either have,
        or are
        reasonable likely to have, a material adverse current or future effect on
        the
        Trust’s financial condition, revenues or expenses, result of operations,
        liquidity, capital expenditures or capital resources that are material to
        the
        Trust.
 
 Contractual
        Obligations and Commitments
 
 The
        following table provides a summary of the Trust’s contractual obligations as of
        December 31, 2006 (dollar amounts in thousands).
  Payments
                    due by period as of
                    December 31, 2006Less
                    than
                
                
                
                
                
                
                
                
                More
                    than1
                    Year
                
                
                1-3
                    Years
                
                
                3-5
                    Years
                
                
                5
                    Years
                
                
                TotalRevolving
                    credit facility
                    (1)
                
                $
                2,351
                
                
                $
                -
                
                
                $
                -
                
                
                $
                -
                
                
                $
                2,351Long-term
                    debt
                    (2)
                
                
                2,300
                
                
                
                4,856
                
                
                
                5,390
                
                
                
                6,736
                
                
                
                19,282Capital
                    lease obligation
                    (3)
                
                
                5,407
                
                
                
                9,245
                
                
                
                11,553
                
                
                
                22,657
                
                
                
                48,862Construction
                    advances
                    (4)
                
                
                589
                
                
                
                1,374
                
                
                
                1,696
                
                
                
                6,165
                
                
                
                9,824Total
                
                $
                10,647
                
                
                $
                15,475
                
                
                $
                18,639
                
                
                $
                35,558
                
                
                $
                80,319
  (1)
              RUK
                  entered into a revolving credit facility of £5,000,000 in the second
                  quarter of 2006 for the purpose of providing working capital to
                  the
                  business.  Such facility is collateralized by all trade
                  receivables of RUK.  The credit facility bears interest at LIBOR
                  plus 1.5% (approximately 6.73% at December 31, 2006), with a maturity
                  date
                  of March 31, 2007 and was paid in full prior to the Sale of RUK.
                  At
                  December 31, 2006, the amount outstanding under this facility was
                  £1,200,000 ($2,351).
 
 (2)
              RUK
                  has a term loan facility (the “Term Loan”) for the purpose of financing
                  certain of its power generation projects. Payments under the Term
                  Loan are
                  made semiannually on March 31 and September 30 of each year. A
                  portion of the Term Loan bears interest at a fixed rate, with the
                  remaining portion bearing interest at rates set from time to time
                  based on
                  a premium over widely recognized indices. Payments under the Term
                  Loan
                  include amounts of principal and interest such that the Term Loan
                  will be
                  fully repaid by March 31, 2014, its final maturity. At December
                  31, 2006,
                  the interest rates applicable to portions of the Term Loan ranged
                  from
                  7.08% to 7.73%. Amounts outstanding under the Term Loan are collateralized
                  by substantially all of the assets of the projects owned by RUK
                  and the
                  underlying Term Loan agreement requires certain of RUK’s subsidiaries to
                  maintain a debt service coverage ratio (as defined in the Term
                  Loan
                  agreement) of 1.35 to 1 as well as certain other ratios. At December
                  31,
                  2006, RUK's outstanding debt was current and in good standing with
                  its
                  bank and was paid in full prior to the Sale of
                  RUK.
 
 (3)
              Under
                  the terms of the PowerBank Arrangements, each PowerBank committed
                  to
                  providing £850,000 per MW of capacity, with each PowerBank committing for
                  a specified amount of capacity. The PowerBank Arrangements were
                  denominated entirely in British pounds sterling and provided for
funds
                  to be advanced to RUK, initially for development and construction
                  financing and, after the project reached commercial operations,
                  as
                  permanent financing. During the construction period, RUK paid to
                  the
                  PowerBanks providing financing a prorated amount equal to 10% per
                  annum of
                  the advances attributable to projects that have not yet reached
                  commercial
                  operation. When a project reached commercial operation, title to
                  the
                  project passed from RUK to the PowerBanks that provided the financing
                  for
                  that project and the advances converted from construction advances
                  to
                  long-term financing.
  25
 Table
            of Contents
   Under
                  the long-term financing provisions of the PowerBank Arrangements,
                  RUK was
                  obligated to make regular fixed payments and formula-based variable
                  payments, the amounts of which were determined by a combination
                  of (i) the
                  output of each plant and (ii) the price received for such output
                  during
                  the periods for which the payments were made. The PowerBank Arrangements
                  provided for a minimum period of ten years for the permanent financing
                  and
                  could be extended on a project-by-project basis indefinitely by
                  the
                  PowerBank providing the financing. There were no purchase options
                  or
                  residual guarantee provisions in the PowerBank
                  Arrangements.
 
 (4)
              RUK
                  accounted for its obligations under the PowerBank Arrangements
                  as either
                  long-term or current (as appropriate) construction advance obligations
                  and, in the case of the permanent financing, as capital lease obligations
                  with a 10-year minimum term and an initial lease obligation of
£850,000
                  per MW. Should the cost of developing a given project be greater
                  than or
                  less than £850,000 per MW, then RUK would experience a gain or loss on the
                  sale of the project. Such gains were deferred and taken into cost
                  of
                  revenues over the ten-year minimum lease period, while losses were
                  realized and taken into other income at the time when such losses
                  were
                  considered to be probable.
 
 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 FASB Statement No. 109,
Accounting for
          Income
          Taxes. 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. FIN 48 will be effective for the Trust
          beginning January 1, 2007. The Trust does not believe that the adoption of
          FIN 48 will have a material impact on its 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
          (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. SFAS 157 will be effective for
          the Trust beginning January 1, 2008. The Trust is currently evaluating the
          impact of adopting SFAS 157.
 
 SAB
        108
  In
          September 2006, the SEC issued Staff Accounting Bulletin No. 108,
Considering the Effects
          of
          Prior Year Misstatements When Quantifying Misstatements in Current Year
          Financial Statements(“SAB 108”). SAB 108 requires analysis of
          misstatements using both an income statement (rollover) approach and a
          balance
          sheet (iron curtain) approach in assessing materiality and provides for
          a
          one-time cumulative effect transition adjustment. SAB 108 is effective for
          fiscal years ending on or after November 15, 2006. The adoption of this
          standard did not have a material impact on the Trust’s consolidated financial
          statements.
 26
 Table
                of Contents
 
 SFAS
        159
  In
          February 2007, the FASB issued SFAS No. 159, The Fair Value Option
          for Financial
          Assets and Financial Liabilities(“SFAS 159”). SFAS 159 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 be effective for the Trust on January 1,
          2008. The Trust is currently evaluating the impact of adopting SFAS 159 on
          its 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 consolidated
        financial statements.
  ITEM
        7A. QUANTITATIVEAND QUALITATIVE DISCLOSURES ABOUT MARKET
        RISK
  Overview
        Regarding Market Risks
 
 The
        Trust is exposed to certain market
        risks associated with interest rates, foreign exchange rates and commodity
        prices. The Trust does not utilize financial instruments and other contracts
        to
        hedge against such fluctuations and does not enter into derivative instruments
        for trading or speculative purposes. The Trust does not anticipate any changes
        to its market risk exposure other than as a result of the sale of its RUK
        investment.
 
 Interest
        Rate Risks
 
 The
        Trust
        is exposed to risk resulting from changes in interest rates as a result of
        its
        projects use of fixed-rate and variable-rate debt. Such debt takes the form
        of
        term loans of intermediate length maturities and is consistent with the
        long-life nature of the assets of the Trust. The Trust’s investments in
        financial instruments consist only of short-term investments of working capital
        that are either bank deposits or have characteristics similar to those of
        bank
        deposits. The Trust does not expect any material loss from such investments
        and
        therefore believes its potential interest rate exposure is not material.
        Accounts receivable, unbilled receivables, accounts payable and accrued expenses
        are carried at their fair market value.
 
 Foreign
        Exchange Rate Risk
 
 The
        Trust
        is exposed to foreign currency risk and other foreign operating risks that
        arise
        from investments in foreign subsidiaries and affiliates. A key component
        of this
        risk is that these foreign subsidiaries and affiliates utilize currencies
        other
        than the US dollar which is the consolidated reporting currency of the Trust.
        As
        a general matter, the foreign operations of the Trust match the currency
        of
        their assets and revenues to the currency of their obligations and expenses
        in
        order to minimize currency risk within such foreign operations.
 
 Although
        the Trust invests in long-lived projects and businesses, it is a finite-life
        investment vehicle and liquidation of investments, including foreign
        investments, is part of the strategy of the Trust. The ultimate effect of
        currency fluctuations on the Trust will, therefore, be heavily weighted toward
        the applicable exchange rate(s) at the time of liquidation and repatriation
        of
        the proceeds of any sale. The Trust does not hedge the currency risk associated
        with holding its investments in foreign entities.
  27
 Table
            of Contents
  Commodity
        Price Risk
 
 The
        Trust
        is exposed to the impact of market fluctuations in the price of electricity.
        Although a portion of the electricity sales of the Trust are made pursuant
        to
        long-term contracts with fixed prices, the majority of electricity sales
        are
        made at market prices prevailing at the time of generation. This subjects
        the
        operating results of the Trust to the volatility of electricity prices in
        competitive markets and the Trust does not hedge its electricity price
        risk.
 
 Description
        of Long-Tem Debt Obligations of the Trust
 
 The
        following schedule summarizes the interest rate risk of the Trust’s long-term
        debt obligations at December 31, 2006 by identifying the schedule over which
        payments required by these obligations are expected to be made (converted
        to
        thousands of US dollars). The fair value of the obligations, calculated using
        current rates for loans with similar maturities, does not differ materially
        from
        the amounts presented below:
 
 2007
                
                
                2008
                
                
                2009
                
                
                2010
                
                
                2011
                
                
                Thereafter
                
                
                TotalLong-term
                    debtFixed
                    rate obligations 1
                
                $
                3,354
                
                
                $
                3,207
                
                
                $
                3,201
                
                
                $
                3,188
                
                
                $
                1,348
                
                
                $
                2,491
                
                
                $
                16,789(British
                    Pound Denominated)Variable
                    rate obligations2
                
                
                -
                
                
                
                -
                
                
                
                -
                
                
                
                -
                
                
                
                1,591
                
                
                
                4,560
                
                
                
                6,151(British
                    Pound Denominated)Total
                
                $
                3,354
                
                
                $
                3,207
                
                
                $
                3,201
                
                
                $
                3,188
                
                
                $
                2,939
                
                
                $
                7,051
                
                
                $
                22,940
 1Represents
          principal payments scheduled
          to be made to lenders plus interest on the fixed-rate portion of
          debt.
 2Represents
          the principal payment
          obligations as the interest payment obligations are not
          known.
  The
        fixed
        rate principal payment obligation bears interest at rates that range from
        2.68%
        to 5.36%.  Amounts are attributable to the borrowings of the Trust’s
        RUK operations, and not the Trust itself. The borrowings above are stated
        gross
        and are subject to minority interests. The Trust’s interest, after taking into
        account minority interests, is 69.6%.
  ITEM
        8.  FINANCIALSTATEMENTS AND SUPPLEMENTARY
        DATA
  The
        consolidated financial statements of the Trust, including the notes thereto
        and
        the report thereon, are presented beginning at page F-1 of this Form
        10-K.
  ITEM
        9.  CHANGESIN AND DISAGREEMENTS WITH ACCOUNTANTS ON
        ACCOUNTING AND FINANCIAL DISCLOSURE
  None.
 
 ITEM
        9A.  CONTROLSAND PROCEDURES
  In
        accordance with Rule 13a-15(b) of the Exchange Act, the Trust’s Chief Executive
        Officer and Chief Financial Officer evaluate the effectiveness of the Trust’s
        disclosure controls and procedures. A system of disclosure controls and
        procedures is designed to ensure that information required to be disclosed
        by a
        registrant in reports filed with the Exchange Act are recorded, processed,
        summarized and reported within the time periods specified in the applicable
        rules and forms. This includes disclosure controls and procedures designed
        to
        ensure that information required to be disclosed by a registrant is accumulated
        and communicated to senior management so as to allow timely decisions regarding
        required disclosure. A review of these controls and procedures was done by
        the
        Trust as of December 31, 2006, which revealed that the following material
        weaknesses previously identified continue to exist:
 
 (i)
              a
                  lack of sufficient personnel with relevant experience to develop,
                  administer and monitor disclosure controls and procedures to enable
                  the
                  Trust to comply efficiently, or on a timely basis, with its financial
                  reporting obligations,
  28
 Table
            of Contents
   (ii)
              inadequate
                  disclosure controls and procedures, including inadequate record
                  retention
                  and review policies, over both foreign and US operations, that
                  would
                  enable the Trust to meet its financial reporting and disclosure
                  obligations in an efficient and timely manner.
  As
        a
        result of these weaknesses, the Trust has not timely met its reporting
        obligations under the Exchange Act.
  The
        Trust’s Chief Executive Officer and Chief Financial Officer have concluded that
        there was no change in the Trust's internal control over financial reporting
        (as
        such term is defined in Rule 13a-15(f) under the Exchange Act of 1934, as
        amended) that occurred during the quarter ended December 31, 2006 that has
        materially affected, or is reasonably likely to materially affect, the Trust’s
        internal control over financial reporting.
  Since
        the
        December 31, 2006 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 internal control
                  over
                  financial reporting. The Trust documented many existing informal
                  internal
                  controls of the Trust, improved disclosure controls and procedures
                  primarily by establishing a compliance-focused disclosure committee
                  and
                  formalizing monthly closing procedures and 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 implementation of recommended procedures will mitigate
          the
          above weaknesses. However, due to the Trust’s delinquencies in meeting its
          filing deadlines under the Exchange Act, the Trust expects these deficiencies
          to
          continue to be material weaknesses at least until such time as the Trust
          is no
          longer delinquent in its Exchange Act filings.
 The
        Trust’s Chief Executive Officer and Chief Financial Officer have evaluated the
        effectiveness of the Trust’s disclosure controls and procedures as of the end of
        the period covered by this report pursuant to Rule 13a-15(b) under the Exchange
        Act and concluded that, as of the end of the period covered by this report,
        because of the material weaknesses noted above, the Trust’s disclosure controls
        and procedures were not effective.
 
 Because
        the Trust is not an “Accelerated Filer” as defined in Rule 12b-2 of the Exchange
        Act, the Trust is not presently required to file Management’s annual report on
        internal control over financial reportingand the Attestation report
        of the registered
        public accounting firm required by Item 308(a) and (b) of Regulation S-K
        promulgated under the Securities Act of 1933, as amended.  Under
        current rules, because the Trust is neither a “large accelerated filer” nor an
“accelerated filer”, the Trust is not required to provide management’s report on
        internal control over financial reporting until the Trust files its annual
        report for 2007 and compliance with the auditor’s attestation report requirement
        is not required until the Trust files its annual report for 2008.  The
        Trust currently expects to comply with these requirements at such time as
        the
        Trust is required to do so.
  
 ITEM
        9B.  OTHER INFORMATION
  None.
  29
 Table
            of Contents
  PART
        III
  ITEM
        10.  DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE
        GOVERNANCE
  The
        Trust’s Managing Shareholder, RRP, was originally founded in 1991. The Managing
        Shareholder has very broad authority, including the authority to elect executive
        officers of the Trust.
  Each
        of
        the executive officers of the Trust also serves as an executive officer of
        the
        Managing Shareholder. The executive officers of the Trust are as
        follows:
  Name,
                  Age and Position
                  with Registrant
              Officer
                  SinceRandall
                    D. Holmes, 60President
                    and Chief Executive Officer
              2004Robert
                  E. Swanson, 60Chairman
              1997Jeffrey
                    H. Strasberg, 50Executive
                    Vice President and Chief Financial Officer (1)
              2007Daniel
                  V. Gulino, 47Senior
                    Vice President, General Counsel and Secretary
              2000Douglas
                    R. Wilson, 48Executive
                    Vice President and Chief Financial Officer (1)
              2005
  (1)
        Mr.
        Strasberg replaced Mr. Wilson as Executive Vice President and Chief Financial
        Officer on May 2, 2007.
  Set
        forth
        below is the name of and certain biographical information regarding the
        executive officers of the Trust:
  Randall
        D. Holmes has served
        as President and Chief Executive Officer of the Trust since January 2006
        and
        served as Chief Operating Officer of the Trust from January 2004 until January
        2006. Mr. Holmes has also served as the President and Chief Operating Officer
        of
        the Managing Shareholder, and affiliated Power Trusts and LLCs since January
        2004. Prior to such time, Mr. Holmes served as the primary outside counsel
        to
        and has represented the Managing Shareholder and its affiliates since 1991.
        Immediately prior to being appointed Chief Operating Officer, Mr. Holmes
        was
        counsel to Downs Rachlin Martin PLLC (“DRM”). DRM is one of the primary outside
        counsel to the Trust, the Managing Shareholder and its affiliates. He has
        maintained a minor consulting relationship with DRM in which he may act as
        a
        paid advisor to DRM on certain matters that are unrelated to Ridgewood. Such
        relationship will not require a significant amount of Mr. Holmes’ time and it is
        expected that such relationship will not adversely affect his duties as
        President and Chief Executive Officer. Mr. Holmes is a graduate of Texas
        Tech
        University and the University of Michigan Law School. He is a member of the
        New
        York State bar.
 
 Robert
        E. Swanson has served
        as Chairman of the Trust, the Managing Shareholder and affiliated Power Trusts
        and LLCs since their inception. From their inception until January 2006,
        Mr.
        Swanson also served as their Chief Executive Officer. Mr. Swanson is the
        controlling member of the Managing Shareholder, as well as Ridgewood Energy
        and
        Ridgewood Capital, affiliates of the Trust. Mr. Swanson has been President
        and
        registered principal of Ridgewood Securities since its formation in 1982,
        has
        served as the Chairman of the Board of Ridgewood Capital since its organization
        in 1998 and has served as President and Chief Executive Officer of Ridgewood
        Energy since its inception in 1982. Mr. Swanson is a member of the New York
        State and New Jersey State Bars, the Association of the Bar of the City of
        New
        York and the New York State Bar Association. He is a graduate of Amherst
        College
        and Fordham University Law School.
  Jeffrey
        H. Strasberg has
        served as Executive Vice President of the Trust, the Managing Shareholder,
        and
        affiliated Power Trusts and LLCs since May 2007. Mr. Strasberg also serves
        as
        Senior Vice President and Chief Financial Officer of Ridgewood Capital and
        affiliated LLCs and Ridgewood Securities and has done so since April 2005.
        Mr.
        Strasberg joined Ridgewood Capital in 1998 where his initial responsibilities
        were to serve as interim Chief Financial Officer of various portfolio companies
        in which Ridgewood Capital Trusts had interests. Mr. Strasberg is a Certified
        Public Accountant and a graduate of the University of Florida.
  30
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            of Contents
  Daniel
        V. Gulino has served as
        Senior Vice President and General Counsel of the Trust, the Managing Shareholder
        and affiliated Power Trusts and LLCs since 2000 and was appointed Secretary
        in
        February 2007. Mr. Gulino also serves as Senior Vice President, and General
        Counsel of Ridgewood Energy, Ridgewood Capital, Ridgewood Securities and
        affiliated Trusts and LLCs and has done so since 2000. Mr. Gulino is a member
        of
        the New Jersey State and Pennsylvania State Bars. He is a graduate of Fairleigh
        Dickinson University and Rutgers University School of Law.
  Douglas
        R. Wilson served as
        Executive Vice President and Chief Financial Officer of the Trust, the Managing
        Shareholder and affiliated Power Trusts and LLCs from April 2005 until May
        2007.
        Mr. Wilson continues to serve the Managing Shareholder as Executive Vice
        President and Chief Development Officer. Mr. Wilson has been associated with
        the
        Ridgewood group of companies as a consultant and advisor since 1996 performing
        investment evaluation, structuring and execution services for the trusts
        and
        entities managed by Ridgewood Capital LLC. From May of 2002, until its sale
        in
        2007, Mr. Wilson has served as a Director, CEO and Finance Director for CLP.
        Mr.
        Wilson is a graduate of the University of Texas at Arlington and has an MBA
        from
        the Wharton School at the University of Pennsylvania.
 
 Board
        of Directors and Board Committees
  The
        Trust
        does not have its own board of directors or any board committees. The Trust
        relies upon the Managing Shareholder to perform the function that a board
        of
        directors or its committees would otherwise perform. Officers of the Trust
        are
        generally not directly compensated by the Trust, and all compensation matters
        are addressed by the Managing Shareholder, as described in Item 11. “Executive
        Compensation”. Because the Trust does not maintain a board of directors and
        because officers of the Trust are compensated by the Managing Shareholder,
        the
        Managing Shareholder believes that it is appropriate for the Trust to not
        have a
        nominating or compensation committee.
  Managing
        Shareholder
  The
        Trust’s management agreement with the Managing Shareholder details how the
        Managing Shareholder is to render management, administrative and investment
        advisory services to the Trust (the “Management Agreement”). Specifically, the
        Managing Shareholder performs (or may arrange for the performance of) the
        management and administrative services required for the operation of the
        Trust.
        Among other services, the Managing Shareholder administers the accounts and
        handles relations with shareholders, provides the Trust with office space,
        equipment and facilities and other services necessary for its operation,
        and
        conducts the Trust’s relations with custodians, depositories, accountants,
        attorneys, brokers and dealers, corporate fiduciaries, insurers, banks and
        others, as required.
 
 The
        Managing
        Shareholder is also responsible for making investment and divestment decisions,
        subject to the provisions of the Declaration of Trust. The Managing Shareholder
        is obligated to pay the compensation of the personnel and administrative
        and
        service expenses necessary to perform the foregoing obligations. The Trust
        pays
        all other expenses of the Trust, including transaction expenses, valuation
        costs, expenses of preparing and printing periodic reports for shareholders
        and
        the SEC, postage for Trust mailings, SEC fees, interest, taxes, legal,
        accounting and consulting fees, litigation expenses and other expenses properly
        payable by the Trust. The Trust reimburses the Managing Shareholder for all
        such
        Trust expenses paid by the Managing Shareholder.
  As
        compensation for the Managing Shareholder’s performance under the Management
        Agreement, the Trust is obligated to pay the Managing Shareholder an annual
        management fee described below in Item 13. “Certain Relationships and Related
        Transactions, and Director Independence”.
  Each
        investor in the Trust consented to the terms and conditions of the Management
        Agreement by subscribing to acquire Investor Shares in the Trust. The Management
        Agreement is subject to termination at any time on 60 days prior notice by
        a
        majority in interest of the shareholders or the Managing Shareholder. The
        Management Agreement is subject to amendment by the parties upon the approval
        of
        a majority in interest of the investors.
  31
 Table
            of Contents
  Section
        16(a) Beneficial Ownership Reporting Compliance
  Section
        16(a) of the Securities Exchange Act of 1934, as amended, requires the Trust’s
        executive officers and directors, and persons who own more than 10% of a
        registered class of the Trust’s equity securities, to file reports of ownership
        and changes in ownership with the SEC. Based on a review of the copies of
        reports furnished or otherwise available to the Trust, the Trust believes
        that
        the filing requirements were not met by Robert E. Swanson during the year
        ended December 31, 2006, as he failed to timely file a Form 4. This report
        has
        since been filed with the SEC.
  Code
        of Ethics
  In
        March
        2004, the Managing Shareholder, for itself and for the Trust and its affiliates,
        adopted a Code of Ethics applicable to the principal executive officer,
        principal financial officer, principal accounting officer or controller (or
        any
        persons performing similar functions) of each such entity. A copy of the
        Code of
        Ethics is filed as Exhibit 14 to this Annual Report on Form 10-K.
  ITEM
        11.  EXECUTIVECOMPENSATION
  Except
        as
        noted below, the executive officers of the Trust do not receive compensation
        directly from the Trust or any of its subsidiaries. They provide managerial
        services to the Trust in accordance with the terms of the Trust’s Declaration of
        Trust. The Managing Shareholder, or affiliated management companies, determines
        and pays the compensation of these officers. Each of the executive officers
        of
        the Trust also serves as an executive officer of the Managing Shareholder
        and
        other trusts managed by the Managing Shareholder and its affiliates.
  Prior
        to
        becoming executive officers of the Trust, Randall D. Holmes and Douglas R.
        Wilson became vested participants in a CLP management incentive program.
        Additionally, Mr. Wilson continued serving as an officer with CLP after becoming
        an executive officer of the Trust. Bonus amounts presented below represent
        compensation received by Messrs. Holmes and Wilson from CLP during years
        in
        which they were also executive officers of the Trust. Bonus amounts represent
        formula-based payments under the CLP management incentive program. Mr. Wilson’s
        salary was paid pursuant to the terms of his Service Agreement with CLP,
        as
        discussed below. Compensation information for 2006 is described below, but
        does
        not include benefits generally available to other CLP salaried
        employees.
 
 2006
        Summary Compensation
        Table
  Name
                    and Principal Position
                
                Year
                
                Salary
                  ($)
                
                
                Bonus
                  ($)
                
                
                Total($)Randall
                      D. Holmes
                
                2006
                
                
                -
                
                
                
                6,702
                
                
                
                6,702President
                      and Chief Executive OfficerDouglas
                      R. Wilson
                
                2006
                
                
                138,225
                
                
                
                33,509
                
                
                
                171,734Former
                      Executive Vice President and Chief Financial Officer
                      (1)(1)    
                  Mr. Wilson served as an executive officer of the Trust from April
                  2005 to
                  May 2007.
  Upon
        the sale of CLP in February 2007 (as discussed under Item 1.
“Business”) each of Mr. Wilson’s employment with CLP and Messrs. Holmes’
and Wilson’s participation in the CLP management plan, was
        terminated.
  32
 Table
            of Contents
  Compensation
        Discussion and Analysis
 
 The
        executive officers of the Trust, Mr. Holmes, Mr. Swanson, Mr. Strasberg,
        Mr.
        Gulino and Mr. Wilson, are employed by, and are executive officers of, the
        Managing Shareholder and provide managerial services to the Trust in accordance
        with the terms of the Trust’s Declaration of Trust. The Trust does not have any
        other executive officers. Except as described in the 2006 Summary Compensation
        Table above, the Managing Shareholder determines and pays the compensation
        of
        these officers. Each of the executive officers of the Trust also serves as
        an
        executive officer of each of the other investment trusts managed by the Managing
        Shareholder. Messrs. Swanson, Strasberg and Gulino also serve in similar
        capacities for trusts managed by affiliates of the Managing Shareholder.
        Because
        the executive officers are not employees of the Trust and provide managerial
        services to all of the trusts managed by the Managing Shareholder and its
        affiliates in the course of such employment, they do not receive additional
        compensation for providing managerial services to the Trust.
  Except
        as
        set forth in the 2006 Summary Compensation Table above, the Managing Shareholder
        is fully responsible for the payment of compensation to the executive officers,
        and the Trust does not pay any compensation to its executive officers and
        does
        not reimburse the Managing Shareholder for the compensation paid to executive
        officers. The Trust does, however, pay the Managing Shareholder a management
        fee
        and the Managing Shareholder may determine to use a portion of the proceeds
        from
        the management fee to pay compensation to executive officers of the
        Trust.  See Item 13. “Certain Relationships and Related Transactions,
        and Director Independence” for more information regarding Managing Shareholder
        compensation and payments to affiliated entities.
 
 The
        payments reflected above to Messrs Holmes and Wilson were determined by board
        members of CLP that were not affiliated with the Trust or its affiliates,
        including the Managing Shareholder.  Mr. Holmes' bonus compensation
        was established prior to his becoming an executive officer of the Trust,
        and the
        non-affiliated board members of CLP decided it was appropriate to continue
        such
        eligibility to compensate Mr. Holmes for on-going services.  Mr.
        Wilson’s salary paid by CLP was also established by non-affiliated board members
        based on prevailing market conditions.  Upon his appointment as an
        executive officer of the Trust, Mr. Wilson continued to provide direct services
        to CLP, but at a reduced rate.
 
 Report
        of the Managing
        Shareholder
  Because
        the Trust is managed by the Managing Shareholder and does not have a Board
        of
        Directors or a Compensation Committee, the Managing Shareholder reviewed
        and
        discussed with management the Compensation Discussion and Analysis included
        in
        this Annual Report on Form 10-K. Based on such review and discussion, the
        Managing Shareholder determined that the Compensation Discussion and Analysis
        be
        included in this Annual Report on Form 10-K for filing with the Securities
        and
        Exchange Commission.
  Submitted
        by the
        Managing Shareholder
  Robert
        E. Swanson,
        Chairman
  
 Employment
        Contracts, Termination of Employment and Change of Control
        Arrangements
  In
        October 2004, Douglas R. Wilson, who at such time was not serving as an
        executive officer of the Trust or of the Managing Shareholder but who
        subsequently served as the Chief Financial Officer of each of the Trust and
        the
        Managing Shareholder, entered into a Service Agreement with CLP pursuant
        to
        which Mr. Wilson served as Chief Executive Officer and Finance Director of
        CLP
        Envirogas Limited (“Envirogas”), a subsidiary of CLP. The Service Agreement
        provided for a term that was originally to expire on December 31, 2005, but
        was
        later extended until termination of the agreement in February 2007, as
        discussed below. The Services Agreement provided for Mr. Wilson to receive
        a
        base salary of £250,000, except that upon his appointment as an executive
        officer of the Trust, Mr. Wilson’s annual salary payable by CLP was reduced to
£75,000 per annum.  Mr. Wilson entered into a Compromise Agreement with
        CLP, dated February 22, 2007, pursuant to which the Service Agreement and
        Mr.
        Wilson’s employment with Envirogas were terminated by mutual agreement as of
        such date.
  33
 Table
            of Contents
  ITEM
12.
        SECURITYOWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED
        STOCKHOLDER MATTERS
  The
        following table sets forth information with respect to the beneficial ownership
        of the Trust’s Investor Shares as of December 31, 2006 (no person owns more than
        5%) by:
  ·
              each
                  executive officer of the Trust (there are no directors); and
 ·
              all
                  of the executive officers of the Trust as a group.
  Beneficial
        ownership is determined in accordance with SEC rules and includes voting
        or
        investment power with respect to the securities. Except as indicated by
        footnote, and subject to applicable community property laws, the persons
        named
        in the table below have sole voting and investment power with respect to
        all
        Investor Shares shown as beneficially owned by them. Percentage of beneficial
        ownership is based on 932.8875 Investor Shares outstanding at December 31,
        2006.
        Other than as set forth below, no officer and director owns any shares of
        the
        Trust.
 
 Name
                  of beneficial owner
              
              Number
                of
                  shares (1)
              
              
              PercentRidgewood
                    Renewable Power LLC (Managing Shareholder)
                Robert
                    E. Swanson,  controlling member
              
              
              1.66
              
              
              
              *Robert
                  E. Swanson, Chairman
              
              
              .15
              
              
              
              *Executive
                    officers as a group
              
              
              1.81
              
              
              
              *
 *           
        Represents less than one percent.
 
 (1)
              Does
                  not include a Management Share in the Trust representing the beneficial
                  interests and management rights of the Managing Shareholder in
                  its
                  capacity as the Managing Shareholder. The management share owned
                  by the
                  Managing Shareholder is the only issued and outstanding management
                  share
                  of the Trust. The management rights of the Managing Shareholder
                  are
                  described in further detail in Item 1. “Business”. Its beneficial interest
                  in cash distributions of the Trust and its allocable share of the
                  Trust’s
                  net profits and net losses and other items attributable to the
                  Management
                  Share are described in further detail below at Item 13. “Certain
                  Relationships and Related Transactions, and Director Independence”.
 
 ITEM
        13.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS,
        AND DIRECTOR INDEPENDENCE
 
 Under
        the
        terms of the Trust’s 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 $2,332,000 annually, as compensation for such services. The management
        fee is to be paid in monthly installments and, to the extent that the Trust
        does
        not pay the management fee on a timely basis, the Trust accrues interest
        at an
        annual rate of 10% on the unpaid balance.
 
 For
        the
        year ended December 31, 2006, the Trust made management fee payments to the
        Managing Shareholder of $290,000.  In the fourth quarter of 2006, the
        Managing Shareholder forgave $2,042,000 of unpaid accrued management fees,
        which
        were recorded as deemed 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.
 
 Under
        the
        Management Agreement with the Managing Shareholder, RPM, an entity related
        to
        the Managing Shareholder through common ownership, provides management,
        purchasing, engineering, planning and administrative services to the projects
        operated by the Trust. RPM charges the projects at its cost for these services
        and for the allocable amount of certain overhead items. Allocations of costs
        are
        on the basis of identifiable direct costs or in proportion to amounts invested
        in projects managed by RPM. For the year ended December 31, 2006, RPM charged
        the projects approximately $916,000 for all of the direct operating and
        non-operating expenses incurred during 2006.
  34
 Table
            of Contents
  Under
        the
        Declaration of Trust, the Managing Shareholder is entitled to receive,
        concurrently with the shareholders of the Trust other than the Managing
        Shareholder, 1% of all distributions from operations made by the Trust in
        a year
        until the shareholders have received distributions in that year equal to
        12% of
        their equity contribution. Thereafter, the Managing Shareholder is entitled
        to
        receive 20% of the distributions for the remainder of the year. The Managing
        Shareholder is entitled to receive 1% of the proceeds from dispositions of
        Trust
        property until the shareholders other than the Managing Shareholder, have
        received cumulative distributions equal to their original investment (“Payout”).
        After Payout, the Managing Shareholder is entitled to receive 20% of all
        remaining distributions of the Trust. Distributions to the Managing Shareholder
        were $33,000 for the year ended December 31, 2006. The Trust has not yet
        reached
        Payout.
 
 Income
        is
        allocated to the Managing Shareholder until the profits so allocated equal
        distributions to the Managing Shareholder. Thereafter, income is allocated
        among
        the shareholders other than the Managing Shareholder in proportion to their
        ownership of Investor Shares. If the Trust has net losses for a fiscal period,
        the losses are allocated 99% to the shareholders other than the Managing
        Shareholder and 1% to the Managing Shareholder, subject to certain limitations
        as set forth in the Declaration of Trust. Amounts allocated to shareholders
        other than the Managing Shareholder are apportioned among them in proportion
        to
        their capital contributions.
  Under
        the
        terms of the Declaration of Trust, if the Adjusted Capital Account (as defined
        in the Declaration of Trust) of a shareholder other than the Managing
        Shareholder would become negative using General Allocations (as defined in
        the
        Declaration of Trust), losses and expenses will be allocated to the Managing
        Shareholder. Should the Managing Shareholder’s Adjusted Capital Account become
        negative and items of income or gain occur, then such items of income or
        gain
        will be allocated entirely to the Managing Shareholder until such time as
        the
        Managing Shareholder’s Adjusted Capital Account becomes positive. This mechanism
        does not change the allocation of cash, as discussed above.
 
 On
        June
        26, 2003, the Managing Shareholder, entered into a Revolving Credit and Security
        Agreement with Wachovia Bank, National Association. The agreement, as amended,
        allows the Managing Shareholder to obtain loans and letters of credit of
        up to
        $6,000,000 for the benefit of the Trust and other trusts that it manages.
        As
        part of the agreement, the Trust agreed to limitations on its ability to
        incur
        indebtedness, liens and to provide guarantees.
 
 As
        discussed in Item 1. “Business” under the heading “Ridgewood UK”, on January 23,
        2007, RUK, which is owned approximately 70% by the Trust and 30% by the Growth
        Fund, entered into the Sale Agreement pursuant to which RUK sold its 88%
        equity
        interest in CLP, and Arbutus sold its 12% equity interest in CLP, to the
        Buyer.  The Managing Shareholder was not a party to the Sale Agreement
        but received certain payments as a result of the Sale as a result of its
        service
        as the Managing Shareholder of each of the Ridgewood ROCs and each of the
        PowerBanks.  Because the Trust does not have its own board of
        directors or any board committees and the Trust relies upon the Managing
        Shareholder to perform the functions that a board of directors or its committees
        would otherwise perform, the Managing Shareholder is a related person of
        the
        Trust.
 
 Under
        the
        Sale Agreement, Buyer agreed to buy (i) 100% of the Shares of CLP from RUK
        and Arbutus, and (ii) substantially all of the Assets of the Ridgewood ROCs.
        The
        Assets and the Shares constituted all the business of RUK and the Ridgewood
        ROCs.
 
 The
        Sale
        was completed on February 22, 2007.  In accordance with the Sale
        Agreement, at closing, the Buyer paid an aggregate purchase price for
        the Shares and the Assets of £117.8 million ($229.5 million), subject to a
        working capital adjustment that resulted in an increase to the purchase price
        of
        approximately £4.2 million ($8.2 million). After adjustment, the purchase price
        for the Shares was approximately £25.1 million ($48.9 million), of which
        approximately £15.4 ($30.0 million) was attributable to the Trust and
        approximately £6.7 million ($13.1 million) was attributable to Growth Fund, with
        Arbutus receiving the remaining balance. Taking into account payments made
        to
        RUK pursuant to certain sharing arrangements with the PowerBanks, the total
        gross sales proceeds to the Trust were approximately £27.6 million ($53.8
        million). The total dollar amount attributable to the Managing Shareholder
        as a
        result of the Sale was approximately $37 million, all of which was paid out
        of
        the proceeds of the Sale allocable to the PowerBanks.  The Managing
        Shareholder did not receive any payments from the Trust or Growth Fund as
        a
        result of the Sale.
  35
 Table
            of Contents
  As
        a
        result of the Sale, two executive officers of the Trust, who were also executive
        officers of RUK and were executive officers and/or directors of CLP prior
        to the
        Sale, were due an aggregate of $584,000 in cash from CLP under the terms
        of a
        CLP management incentive plan.  These officers waived their rights to
        receive such payments in favor of RUK, resulting in such portion of the proceeds
        of the Sale being allocated to RUK rather than to the officers.
 
 The
        determination of the allocation of the purchase price among the Sellers was
        agreed to in the Sale Agreement as a result of negotiations among (i) the
        Sellers for which the Managing Shareholder acted as managing shareholder
        including RUK and the PowerBank entities, (ii) Arbutus and (iii) the
        Buyer.  The Directors, Managing Shareholder and Managing Member (as
        appropriate) of the Sellers received an opinion from an independent financial
        advisor engaged by the Sellers and the Managing Shareholder which concluded
        that, among other things, after giving effect to the proposed allocation
        of the
        consideration paid by the Buyer in the Sale, (i) such Sale consideration,
        in the
        aggregate, being paid for the assets purchased by the Buyer, including the
        Assets and the Shares,  taken as a whole (even if adjusted to reflect
        changes in interest rates pursuant to the Sale Agreement) was not less than
        fair
        value for those assets taken as a whole, (ii) the consideration being paid
        by
        the Buyer for the shares of CLP in the Sale was fair to the shareholders of
        CLP from a financial point of view (without giving effect to any impacts
        of the
        Sale on any particular shareholder other than in its capacity as a shareholder),
        and (iii) the consideration being paid to each Ridgewood ROC in the Sale
        was
        fair to the members of such Ridgewood ROC from a financial point of view
        (without giving effect to any impacts of the Sale on any particular member
        other
        than in its capacity as a member).  Variations in the valuation of the
        assets or in the allocation of the purchase price paid in the transaction
        would
        have increased or decreased amounts to be received from the Sale by each
        of the
        Sellers and the Managing Shareholder, and the respective shareholders of
        the
        PowerBanks, the Trust, Growth Fund and Arbutus.
 
 Related
        Persons Transactions
 
 The
        Trust
        relies upon the Managing Shareholder to review and approve all transactions
        with
        related persons required to be reported under the rules of the SEC (“related
        person transactions”). Prior to approving a related person transaction, the
        Managing Shareholder considers the relevant facts and circumstances, including,
        to the extent applicable, the relationships between all parties that would
        qualify as “related persons” under the rules of the SEC and such person’s or
        entity’s relationship to the Trust, such person’s or entity’s interest in the
        transaction, and the material facts and terms of the transaction. The Managing
        Shareholder approves those transactions that it determines are entered into
        in
        good faith and on fair and reasonable terms for, and in the best interests
        of,
        the Trust. The Trust does not maintain a written policy in connection with
        this
        process. Instead, the Managing Shareholder’s determinations regarding which
        related person transactions to enter into on behalf of the Trust are evidenced
        in the business records of the Trust and the Managing Shareholder.
  ITEM
        14.  PRINCIPAL ACCOUNTANT FEES AND
        SERVICES
  The
        following table presents fees and services rendered by Grant Thornton LLP,
        the
        Trust’s principal accountant, for the years ended December 31, 2006 and 2005 (in
        thousands).
  2006
                
                
                
                2005Audit
                      Fees*
                
                $
                458
                
                
                $
                762Audit-Related
                    Fees
                
                
                -
                
                
                
                -Tax
                      Fees
                
                
                129
                
                
                
                -All
                    Other Fees
                
                
                -
                
                
                
                -Total
                
                $
                587
                
                
                $
                762*
                    2005 fees were borne by the Managing Shareholder.
  36
 Table
            of Contents
  Audit
        Committee Pre-Approval Policy
  The
        Managing Shareholder pre-approves on an annual basis all audit and permitted
        non-audit services that may be performed by the Trust’s independent registered
        public accounting firm, including the audit engagement terms and fees, and
        also
        pre-approves any detailed types of audit-related and permitted tax services
        to
        be performed during the year. The Managing Shareholder pre-approves permitted
        non-audit services on an engagement-by-engagement basis.
  PART
        IV
  ITEM
        15.  EXHIBITS AND FINANCIAL STATEMENT
        SCHEDULES
  (a)         Financial
        Statements
  See
        the
        Index to Financial Statements on page F-1 of this report.
 
 (b)           Exhibits
 
 Exhibits
        required by Section 601 of Regulation S-K.
 
 Exhibit
                  No.
              Description3
              (i)(A)
              Certificate
                    of Trust of the Registrant (incorporated by reference to the
                    Registrant’s
                    Registration Statement on Form 10-12G filed with the SEC on April
                    30,
                    1998).3
              (i)(B)
              Certificate
                    of Amendment to the Certificate of Trust of the Registrant filed
                    with
                    Delaware Secretary of State on December 18, 2003 (incorporated
                    by
                    reference to the Annual Report on Form 10-K filed by the Registrant
                    with
                    the SEC on September 27, 2007).3
              (ii)(A)
              Amended
                    Declaration of Trust of the Registrant (incorporated by reference
                    to the
                    Registrant’s Registration Statement on Form 10-12G filed with the SEC on
                    April 30, 1998).3
              (ii)(B)
              Amendment
                    No. 2 to Declaration of Trust of the Registrant (incorporated
                    by reference
                    to the Registrant’s Registration Statement on Form 10-12G filed with the
                    SEC on April 30, 1998).3
              (ii)(C)
              Amendment
                    No. 3 to Declaration of Trust of the Registrant (incorporated
                    by reference
                    to the Registrant’s Registration Statement on Form 10-12G filed with the
                    SEC on April 30, 1998).3
              (ii)(D)
              Amendment
                    No. 1 to the Declaration of Trust of the Registrant (incorporated
                    by
                    reference to the Registrant’s Proxy Statement filed with the SEC on
                    November 5, 2001, SEC File No. 000-24143).3
              (ii)(E)
              Amendment
                    to the Declaration of Trust of the Registrant effective January
                    1, 2005
                    (incorporated by reference to the Annual Report on Form 10-K
                    filed by the
                    Registrant with the SEC on September 27, 2007).10.1
              #
              Management
                    Agreement between the Trust and Managing Shareholders, dated
                    April 12,
                    1996 (incorporated by reference to the Registrant’s Registration Statement
                    on Form 10-12G filed with the SEC on April 30,
                    1998).
  37
 Table
            of Contents
 
 Exhibit
                  No.
              Description10.2
              #
              Amended
                    and Restated Management Agreement between the Registrant and
                    the Managing
                    Shareholders made as of March 20, 2003 (incorporated by reference
                    to the
                    Annual Report on Form 10-K filed by the Registrant with the SEC
                    on
                    September 27, 2007).10.3
              
              Form
                    of contracts and agreements between affiliates of CLPE Holdings
                    Ltd. and
                    each of (i) Ridgewood Renewable PowerBank I, LLC, (ii) Ridgewood
                    Renewable
                    PowerBank II, LLC, (iii) Ridgewood Renewable PowerBank III, LLC
                    and (iv)
                    Ridgewood Renewable PowerBank IV, LLC (incorporated by reference
                    to the
                    Annual Report on Form 10-K filed by the Registrant with the SEC
                    on March
                    1, 2006).10.4
              #
              The
                    CLPE Holdings Management Incentive Plan dated August 6, 2003
                    (incorporated
                    by reference to Exhibit 10.10 to the Annual Report on Form 10-K of
                    The Ridgewood Power Growth Fund filed with the SEC on August
                    17,
                    2007).10.5
              #
              Service
                    Agreement dated October 1, 2004 between Douglas R. Wilson and
                    CLPE
                    Holdings Limited (incorporated by reference to Exhibit 10.13
                    to the Annual
                    Report on Form 10-K of The Ridgewood Power Growth Fund filed with the
                    SEC on August 17, 2007).10.6
              #
              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).10.7
              #
              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).10.8
              
              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).10.9
              
              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).14
              
              Code
                    of Ethics, adopted on March 1, 2004 (incorporated by reference
                    to Exhibit
                    14 of the Annual Report on Form 10-K filed by The Ridgewood Power
                    Growth
                    Fund with the SEC on March 1, 2006).21
              *
              Subsidiaries
                  of the Registrant.
  38
 Table
            of Contents
  
 Exhibit
                  No.
              Description31.1
              *
              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.99.1
              *
              Financial
                    statements of Indeck Maine Energy, LLC.99.2
              *
              Financial
                    statements of Ridgewood US Hydro Corporation.99.3
              *
              Financial
                    statements of Ridgewood Maine Hydro Partners,
                    LP.
 _____________________
 *           
        Filed herewith.
  #
              A
                  management contract or compensatory plan or arrangement required
                  to be
                  filed as an exhibit pursuant to Item 15(a)(3) of Form 10-K.(c)
              Financial
                Statement
                Schedules
 
 See
        Financial Statements and accompanying notes included in this
        report.
  39
 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: 
                  January 18, 2008
              By:
              /s/ 
                  Randall D. HolmesRandall
                  D. HolmesChief
                  Executive Officer(Principal
                  Executive Officer)
  Pursuant
        to the requirements of the Securities Exchange Act of 1934, this report has
        been
        signed below by the following persons on behalf of the registrant and in
        the
        capacities and on the dates indicated.
 
 Signature
              
              Capacity
              
              Date/s/
                    Randall D. Holmes
              
              Chief
                    Executive Officer
              
              January
                    18, 2008Randall
                  D. Holmes
              
              (Principal
                  Executive Officer)/s/
                  Jeffrey H. Strasberg
              
              Executive
                  Vice President and Chief Financial Officer
              
              January
                  18, 2008Jeffrey
                    H. Strasberg
              
              (Principal
                    Financial and Accounting Officer)RIDGEWOOD
                  RENEWABLE POWER LLC(Managing
                    Shareholder)By:
                    /s/ Randall D. Holmes
              
              Chief
                    Executive Officer of Managing Shareholder
              
              January
                    18, 2008Randall
                  D. Holmes
   40
 Table
            of Contents
  RIDGEWOOD
        ELECTRIC POWER TRUST V
 
 INDEX
        TO CONSOLIDATED FINANCIAL STATEMENTS
 
 
 
 
 PageReport
                    of Independent Registered Public Accounting
                    Firm
              F-2Consolidated
                  Balance Sheets at December 31, 2006 and
                  2005
              F-3Consolidated
                    Statements of Operations and Comprehensive Loss
                    for the three years ended December 31, 2006
              F-4Consolidated
                  Statements of Changes in Shareholders’ Equity
                  (Deficit) for the three years ended December 31, 2006
              F-5Consolidated
                    Statements of Cash Flows for the three years ended
                    December 31, 2006
              F-6Notes
                  to Consolidated Financial Statements
              F-7
    
  F-1
 Table
            of Contents
  REPORT
        OF INDEPENDENT REGISTEREDPUBLIC ACCOUNTING FIRM
 
 
 The
        Managing Shareholder and Shareholders
 Ridgewood
        Electric Power Trust V
  
 We
        have
        audited the accompanying consolidated balance sheets of Ridgewood Electric
        Power
        Trust V (a Delaware trust) and subsidiaries as of December 31, 2006 and 2005,
        and the related consolidated statements of operations and comprehensive loss,
        changes in shareholders’ equity (deficit), and cash flows for each of the three
        years in the period ended December 31, 2006. These consolidated financial
        statements are the responsibility of the Trust's management. Our responsibility
        is to express an opinion on these consolidated financial statements based
        on our
        audits.
 
 We
        conducted our audits in accordance with the standards of the Public Company
        Accounting Oversight Board (United States). Those standards require that
        we plan
        and perform the audit to obtain reasonable assurance about whether the
        consolidated financial statements are free of material misstatement. The
        Trust
        is not required to have, nor were we engaged to perform an audit of its internal
        control over financial reporting. Our audits included consideration of internal
        control over financial reporting as a basis for designing audit procedures
        that
        are appropriate in the circumstances, but not for the purpose of expressing
        an
        opinion on the effectiveness of the Trust’s internal control over financial
        reporting. Accordingly, we express no such opinion. An audit also includes
        examining, on a test basis, evidence supporting the amounts and disclosures
        in
        the financial statements, assessing the accounting principles used and
        significant estimates made by management, as well as evaluating the overall
        financial statement presentation. We believe that our audits provide a
        reasonable basis for our opinion.
 
 In
        our
        opinion, the consolidated financial statements referred to above present
        fairly,
        in all material respects, the financial position of Ridgewood Electric Power
        Trust V as of December 31, 2006 and 2005, and the results of its operations
        and
        its cash flows for each of the three years in the period ended December 31,
        2006, in conformity with accounting principles generally accepted in the
        United
        States of America.
 
 
 
 /s/
        GRANT
        THORNTON LLP
 
 Edison,
        New Jersey
 January
        18, 2008
 
 
  F-2
 Table
            of Contents
  RIDGEWOOD
                    ELECTRIC POWER TRUST
                    VCONSOLIDATED
BALANCE
                    SHEETS(in
                    thousands, except share
                    data)December
                    31,2006
                
                
                2005ASSETSCurrent
                    assets:Cash
                    and cash equivalents
                
                $
                7,498
                
                
                $
                7,706Restricted
                    cash
                
                
                2,484
                
                
                
                3,153Accounts
                    receivable
                
                
                4,438
                
                
                
                2,654Unbilled
                    receivables
                
                
                7,642
                
                
                
                4,753Due
                    from affiliates
                
                
                2,575
                
                
                
                1,775Inventory
                
                
                994
                
                
                
                746Prepaid
                    expenses and other current assets
                
                
                297
                
                
                
                299Total
                    current assets
                
                
                25,928
                
                
                
                21,086Notes
                    receivable,
                    affiliates
                
                
                4,859
                
                
                
                4,926Investments
                
                
                8,657
                
                
                
                8,633Plant
                    and equipment,
                    net
                
                
                61,900
                
                
                
                51,909Intangibles,
                    net
                
                
                12,571
                
                
                
                13,368Deferred
                    financing costs,
                    net
                
                
                423
                
                
                
                481Other
                    assets
                
                
                285
                
                
                
                285Total
                    assets
                
                $
                114,623
                
                
                $
                100,688LIABILITIES
                    AND SHAREHOLDERS'
                    EQUITYCurrent
                    liabilities:Accounts
                    payable
                
                $
                1,713
                
                
                $
                2,406Accrued
                    expenses
                
                
                17,980
                
                
                
                7,731Revolving
                    credit facility
                
                
                2,351
                
                
                
                -Long-term
                    debt - current portion
                
                
                2,300
                
                
                
                1,878Capital
                    lease obligations - current portion
                
                
                5,407
                
                
                
                2,897Construction
                    advances - current portion
                
                
                589
                
                
                
                578Due
                    to affiliates
                
                
                291
                
                
                
                865Total
                    current liabilities
                
                
                30,631
                
                
                
                16,355Long-term
                    debt - noncurrent
                    portion
                
                
                16,982
                
                
                
                16,936Capital
                    lease obligations -
                    noncurrent portion
                
                
                43,455
                
                
                
                26,898Construction
                    advances - noncurrent
                    portion
                
                
                9,235
                
                
                
                23,264Deferred
                    income
                    taxes
                
                
                1,548
                
                
                
                1,105Minority
                    interest
                
                
                -
                
                
                
                476Total
                    liabilities
                
                
                101,851
                
                
                
                85,034Commitments
                    and
                    contingenciesShareholders’
equity
                    (deficit):Shareholders’
                    equity (932.8875 Investor Shares issued andoutstanding)
                
                
                13,435
                
                
                
                16,289Managing
                    shareholder’s accumulated deficit (1 managementshare
                    issued and outstanding)
                
                
                (663
                )
                
                
                (635
                )Total
                    shareholders’ equity
                
                
                12,772
                
                
                
                15,654Total
                    liabilities and shareholders’ equity
                
                $
                114,623
                
                
                $
                100,688
  The
          accompanying notes are an integral part of these consolidated financial
          statements.
  F-3
 Table
            of Contents
 RIDGEWOOD
                      ELECTRIC POWER TRUST
                      VCONSOLIDATED
STATEMENTS
                      OF OPERATIONSAND COMPREHENSIVE LOSS(in
                      thousands, except per share
                      data)Years
                      Ended December
                      31,2006
                  
                  
                  2005
                  
                  
                  2004Revenues
                  
                  $
                  44,751
                  
                  
                  $
                  32,359
                  
                  
                  $
                  22,878Cost
                      of
                      revenues
                  
                  
                  36,872
                  
                  
                  
                  29,326
                  
                  
                  
                  20,295Gross
                      profit
                  
                  
                  7,879
                  
                  
                  
                  3,033
                  
                  
                  
                  2,583Operating
                      expenses:General
                      and administrative expenses
                  
                  
                  1,805
                  
                  
                  
                  674
                  
                  
                  
                  728Management
                      fee to the Managing Shareholder
                  
                  
                  2,332
                  
                  
                  
                  2,332
                  
                  
                  
                  2,332Impairment
                      of plant and equipment
                  
                  
                  1,210
                  
                  
                  
                  635
                  
                  
                  
                  500Total
                      operating expenses
                  
                  
                  5,347
                  
                  
                  
                  3,641
                  
                  
                  
                  3,560Income
                      (loss) from
                      operations
                  
                  
                  2,532
                  
                  
                  
                  (608
                  )
                  
                  
                  (977
                  )Other
                      income
                      (expense):Interest
                      income
                  
                  
                  846
                  
                  
                  
                  680
                  
                  
                  
                  544Interest
                      expense
                  
                  
                  (6,700
                  )
                  
                  
                  (5,452
                  )
                  
                  
                  (3,821
                  )Equity
                      in
                      income of Maine Hydro
                  
                  
                  1,027
                  
                  
                  
                  616
                  
                  
                  
                  529Equity
                      in
                      income (loss) of Indeck Maine
                  
                  
                  624
                  
                  
                  
                  2,215
                  
                  
                  
                  (1,630
                  )Equity
                      in
                      income (loss) of NEH
                  
                  
                  44
                  
                  
                  
                  (95
                  )
                  
                  
                  (305
                  )Equity
                      in
                      income of US Hydro
                  
                  
                  388
                  
                  
                  
                  250
                  
                  
                  
                  536Other
                      expense, net
                  
                  
                  (191
                  )
                  
                  
                  (203
                  )
                  
                  
                  (766
                  )Total
                      other expense, net
                  
                  
                  (3,962
                  )
                  
                  
                  (1,989
                  )
                  
                  
                  (4,913
                  )Loss
                      before income tax and
                      minority interest
                  
                  
                  (1,430
                  )
                  
                  
                  (2,597
                  )
                  
                  
                  (5,890
                  )Income
                      tax
                      expense
                  
                  
                  941
                  
                  
                  
                  261
                  
                  
                  
                  10Loss
                      before minority
                      interest
                  
                  
                  (2,371
                  )
                  
                  
                  (2,858
                  )
                  
                  
                  (5,900
                  )Minority
                      interest in the loss of
                      subsidiaries
                  
                  
                  299
                  
                  
                  
                  1,218
                  
                  
                  
                  992Net
                      loss
                  
                  
                  (2,072
                  )
                  
                  
                  (1,640
                  )
                  
                  
                  (4,908
                  )Foreign
                      currency translation
                      adjustment
                  
                  
                  (85
                  )
                  
                  
                  (184
                  )
                  
                  
                  510Comprehensive
                      loss
                  
                  $
                  (2,157
                  )
                  
                  $
                  (1,824
                  )
                  
                  $
                  (4,398
                  )Managing
                      Shareholder - Net
                      loss
                  
                  $
                  (21
                  )
                  
                  $
                  (16
                  )
                  
                  $
                  (49
                  )Shareholders
                      - Net
                      loss
                  
                  
                  (2,051
                  )
                  
                  
                  (1,624
                  )
                  
                  
                  (4,859
                  )Net
                      loss per Investor
                      Share
                  
                  
                  (2,199
                  )
                  
                  
                  (1,740
                  )
                  
                  
                  (5,208
                  )
 The
        accompanying notes are an integral part of these consolidated financial
        statements.
  F-4
 Table
            of Contents
 RIDGEWOOD
                      ELECTRIC POWER TRUST
                      VCONSOLIDATED
STATEMENTS
                      OF CHANGES IN SHAREHOLDERS'EQUITY (DEFICIT)YEARS
                      ENDED DECEMBER 31, 2004,
                      2005 AND 2006(in
                      thousands)Managing
                  
                  
                  TotalShareholders'
                  
                  
                  Shareholder
                  
                  
                  Shareholders'Equity
                  
                  
                  Deficit
                  
                  
                  EquityBalance
                      at December 31,
                      2003
                  
                  $
                  19,830
                  
                  
                  $
                  (600
                  )
                  
                  $
                  19,230Net
                      loss
                  
                  
                  (4,859
                  )
                  
                  
                  (49
                  )
                  
                  
                  (4,908
                  )Foreign
                      currency translation
                      adjustment
                  
                  
                  505
                  
                  
                  
                  5
                  
                  
                  
                  510Capital
                      contributions
                  
                  
                  1,369
                  
                  
                  
                  14
                  
                  
                  
                  1,383Cash
                      distributions
                  
                  
                  (1,399
                  )
                  
                  
                  (14
                  )
                  
                  
                  (1,413
                  )Balance
                      at December 31,
                      2004
                  
                  
                  15,446
                  
                  
                  
                  (644
                  )
                  
                  
                  14,802Net
                      loss
                  
                  
                  (1,624
                  )
                  
                  
                  (16
                  )
                  
                  
                  (1,640
                  )Foreign
                      currency translation
                      adjustment
                  
                  
                  (182
                  )
                  
                  
                  (2
                  )
                  
                  
                  (184
                  )Capital
                      contributions
                  
                  
                  3,582
                  
                  
                  
                  36
                  
                  
                  
                  3,618Cash
                      distributions
                  
                  
                  (933
                  )
                  
                  
                  (9
                  )
                  
                  
                  (942
                  )Balance
                      at December 31,
                      2005
                  
                  
                  16,289
                  
                  
                  
                  (635
                  )
                  
                  
                  15,654Net
                      loss
                  
                  
                  (2,051
                  )
                  
                  
                  (21
                  )
                  
                  
                  (2,072
                  )Foreign
                      currency translation
                      adjustment
                  
                  
                  (84
                  )
                  
                  
                  (1
                  )
                  
                  
                  (85
                  )Capital
                      contributions
                  
                  
                  2,577
                  
                  
                  
                  27
                  
                  
                  
                  2,604Cash
                      distributions
                  
                  
                  (3,296
                  )
                  
                  
                  (33
                  )
                  
                  
                  (3,329
                  )Balance
                      at December 31,
                      2006
                  
                  $
                  13,435
                  
                  
                  $
                  (663
                  )
                  
                  $
                  12,772
 The
        accompanying notes are an integral part of these consolidated financial
        statements.
  F-5
 Table
            of Contents
  RIDGEWOOD
                    ELECTRIC POWER TRUST
                    VCONSOLIDATED
STATEMENTS
                    OF CASHFLOWS(in
                    thousands)Years
                    Ended December
                    31,2006
                
                
                2005
                
                
                2004Cash
                    flows from operating
                    activities:Net
                    loss
                
                $
                (2,072
                )
                
                $
                (1,640
                )
                
                $
                (4,908
                )Adjustments
                    to reconcile net loss
                    to net cash provided by (used in)
                  operating
                    activities:Depreciation
                    and
                    amortization
                
                
                7,853
                
                
                
                6,233
                
                
                
                5,292Forgiveness
                    of unpaid and accrued
                    interest on management fees
                
                
                2,605
                
                
                
                2,100
                
                
                
                1,383Impairment
                    of plant and
                    equipment
                
                
                1,210
                
                
                
                635
                
                
                
                500Loss
                    on sale
                    leaseback
                
                
                191
                
                
                
                203
                
                
                
                880Amortization
                    of deferred financing
                    costs
                
                
                117
                
                
                
                129
                
                
                
                141Interest
                    income on notes
                    receivable
                
                
                (404
                )
                
                
                (339
                )
                
                
                (171
                )Minority
                    interest in the loss of
                    subsidiaries
                
                
                (299
                )
                
                
                (1,218
                )
                
                
                (992
                )Deferred
                    income
                    taxes
                
                
                273
                
                
                
                261
                
                
                
                10Restricted
                    cash
                
                
                1,040
                
                
                
                (285
                )
                
                
                (341
                )Equity
                    interest in (income) loss
                    of:Maine
                    Hydro
                
                
                (1,027
                )
                
                
                (616
                )
                
                
                (529
                )Indeck
                    Maine
                
                
                (624
                )
                
                
                (2,215
                )
                
                
                1,630NEH
                
                
                (44
                )
                
                
                95
                
                
                
                305US
                    Hydro
                
                
                (388
                )
                
                
                (250
                )
                
                
                (536
                )Cash
                    distributions from Maine
                    Hydro
                
                
                1,050
                
                
                
                842
                
                
                
                877Cash
                    distributions from US
                    Hydro
                
                
                1,037
                
                
                
                1,674
                
                
                
                -Changes
                    in operating assets and
                    liabilities:Accounts
                    receivable
                
                
                (1,333
                )
                
                
                (528
                )
                
                
                (427
                )Unbilled
                    receivables
                
                
                (2,099
                )
                
                
                (1,451
                )
                
                
                (1,104
                )Inventory
                
                
                (136
                )
                
                
                (1
                )
                
                
                (314
                )Prepaid
                    expenses and other current
                    assets
                
                
                38
                
                
                
                212
                
                
                
                58Other
                    assets
                
                
                -
                
                
                
                (95
                )
                
                
                (190
                )Accounts
                    payable
                
                
                (915
                )
                
                
                893
                
                
                
                (1,957
                )Accrued
                    expenses
                
                
                8,624
                
                
                
                4,127
                
                
                
                95Due
                    to/from affiliates,
                    net
                
                
                (1,333
                )
                
                
                (1,929
                )
                
                
                (120
                )Other
                    liabilities
                
                
                -
                
                
                
                (55
                )
                
                
                (463
                )Total
                    adjustments
                
                
                15,436
                
                
                
                8,422
                
                
                
                4,027Net
                    cash provided by (used in)
                    operating activities
                
                
                13,364
                
                
                
                6,782
                
                
                
                (881
                )Cash
                    flows from investing
                    activities:Capital
                    expenditures
                
                
                (9,493
                )
                
                
                (11,014
                )
                
                
                (16,303
                )Loans
                    to Indeck
                    Maine
                
                
                -
                
                
                
                (1,000
                )
                
                
                (1,000
                )Interest
                    received on Indeck Maine
                    loan
                
                
                471
                
                
                
                -
                
                
                
                -Net
                    cash used in investing
                    activities
                
                
                (9,022
                )
                
                
                (12,014
                )
                
                
                (17,303
                )Cash
                    flows from financing
                    activities:Repayments
                    of long-term
                    debt
                
                
                (2,012
                )
                
                
                (1,789
                )
                
                
                (1,611
                )Borrowings
                    under line of credit
                    facility
                
                
                2,212
                
                
                
                -
                
                
                
                -Proceeds
                    from construction
                    advances
                
                
                -
                
                
                
                -
                
                
                
                12,100Repayment
                    of capital lease
                    obligations
                
                
                (2,237
                )
                
                
                (1,499
                )
                
                
                (1,126
                )Cash
                    distributions to minority
                    interest
                
                
                (80
                )
                
                
                (1,621
                )
                
                
                (2,027
                )Cash
                    distributions to
                    shareholders
                
                
                (3,329
                )
                
                
                (942
                )
                
                
                (1,413
                )Net
                    cash (used in) provided by
                    financing activities
                
                
                (5,446
                )
                
                
                (5,851
                )
                
                
                5,923Effect
                    of exchange rate on cash
                    and cash equivalents
                
                
                896
                
                
                
                (1,500
                )
                
                
                1,920Net
                    decrease in cash and cash
                    equivalents
                
                
                (208
                )
                
                
                (12,583
                )
                
                
                (10,341
                )Cash
                    and cash equivalents,
                    beginning of period
                
                
                7,706
                
                
                
                20,289
                
                
                
                30,630Cash
                    and cash equivalents, end of
                    period
                
                $
                7,498
                
                
                $
                7,706
                
                
                $
                20,289Supplemental
                    disclosure of cash
                    flow information:Interest
                    paid
                
                $
                6,114
                
                
                $
                5,601
                
                
                $
                4,320Supplemental
                    disclosure of
                    non-cash investing and financing activitiesEquipment
                    acquired under
                    non-affiliated capital leases
                
                $
                -
                
                
                $
                -
                
                
                $
                728Construction
                    advances converted to
                    capital leases
                
                
                16,292
                
                
                
                8,337
                
                
                
                14,083
  The
        accompanying notes are an integral part of these consolidated financial
        statements.
  F-6
 Table
            of Contents
 RIDGEWOODELECTRIC
                POWER TRUSTV
 NOTESTOCONSOLIDATEDFINANCIAL
                STATEMENTS
 (dollar
                amounts in
                thousands, except per sharedata)
 
 1.
               DESCRIPTION OF
        BUSINESS
 
 Ridgewood
        Electric Power Trust V (the "Trust") was formed as a Delaware trust in March
        1996. The Trust began offering shares on April 12, 1996 and concluded its
        offering on April 15, 1998. The objective of the Trust is to provide benefits
        to
        its shareholders through a combination of distributions of operating cash
        flow
        and capital appreciation. The Managing Shareholder of the Trust is Ridgewood
        Renewable Power LLC (“RRP” or the “Managing Shareholder”).
 
 The
        Trust
        has been organized to invest primarily in independent power generation
        facilities, water desalinization plants and other infrastructure projects
        both
        in the US and abroad. The projects to be owned by the Trust may have
        characteristics that qualify the projects for government incentives. Among
        the
        possible incentives 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 consolidated financial statements include its wholly-owned
        subsidiaries and the financial statements of Ridgewood UK, LLC (“RUK”). The
        Trust’s 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 Ridgewood Indeck Maine
        Energy, LLC (“Indeck Maine”), which are accounted for under the equity method of
        accounting, as the Trust has the ability to exercise significant influence
        but
        does not control the operating and financial policies of the entities mentioned
        above.
 
 The
        Trust
        owns 69.6% interest in RUK and the remaining 30.4% minority interest is owned
        by
        Ridgewood Power Growth Fund (the “Growth Fund”). The interest of the Growth Fund
        is presented as minority interest in the consolidated balance sheets and
        statements of operations.
 
 The
        Managing Shareholder performs (or arranges for the performance of) the operation
        and maintenance of the projects owned by the Trust and the management and
        administrative services required for Trust operations. Among other services,
        the
        Managing Shareholder administers the accounts and handles relations with
        the
        shareholders, including tax and other financial information. The Managing
        Shareholder also provides the Trust with office space, equipment and facilities
        and other services necessary for its operation.
 
 2.        SUMMARY
        OF SIGNIFICANT ACCOUNTING POLICIES
 
 a)        Principles
        of Consolidation
 
 The
        consolidated financial statements include the accounts of the Trust and its
        majority-owned subsidiary. Minority interest of its majority-owned subsidiary
        is
        calculated based upon the respective minority interest ownership percentages.
        All material intercompany transactions have been eliminated in
        consolidation.
 
 The
        Trust
        uses the equity method of accounting for its investments in affiliates which
        are
        50% or less owned as the Trust has the ability to exercise significant influence
        over the operating and financial policies of the affiliates but does not
        control
        the affiliate. The Trust’s share of the earnings or losses of the affiliates is
        included in the consolidated financial statements.
 
 b) Use
          of Estimates
 
 The
        preparation of consolidated financial statements in accordance with accounting
        principles generally accepted in the United States of America requires the
        Trust
        to make estimates and judgments that affect the reported amounts of assets,
        liabilities, revenues and expenses, and related disclosure of contingent
        assets
        and liabilities. On an ongoing basis, the Trust evaluates its estimates,
        including accounts receivable, unbilled receivables, inventory, investments,
        recoverable value of plant and equipment, intangibles and recordable liabilities
        for litigation and other contingencies. The Trust bases its estimates on
        historical experience, current and expected conditions and various other
        assumptions that are believed to be reasonable under the circumstances, the
        results of which form the basis for making judgments about the carrying values
        of assets and liabilities that are not readily apparent from other sources.
        Actual results may differ from these estimates under different assumptions
        or
        conditions.
  F-7
 Table
            of Contents
 RIDGEWOODELECTRIC
                POWER TRUSTV
 NOTESTOCONSOLIDATEDFINANCIAL
                STATEMENTS
 (dollar
                amounts in
                thousands, except per sharedata)
  c)        Reclassifications
 
 Certain
        items in previously issued financial statements have been reclassified for
        comparative purposes. This had no effect on net loss.
 
 d) Revenue
          Recognition
 
 Power
        generation revenue is recorded in the month of delivery, based on the estimated
        volumes sold to customers at rates stipulated in the electricity sales
        contracts. Any adjustments needed to reflect actual volumes delivered are
        made
        when the actual volumetric information subsequently becomes available. Final
        billings do not vary significantly from estimates.
 
 e)        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. Cash deposits excluding restricted
        cash held in foreign banks as of December 31, 2006 and 2005 exceeded the
        United Kingdom (“UK”) insured limits by $4,735 and $5,431, respectively.
        Restricted cash held in foreign banks as of December 31, 2006 and 2005 exceeded
        UK insured limits by $2,422 and $3,098, respectively.  Cash deposits
        held in US banks exceeded insured limits by $199 and $916 as of December
        31,
        2006 and 2005, respectively.
 
 f)        Accounts
        Receivable
  Accounts
        receivable are recorded at invoice price in the period in which the related
        revenues are earned, and do not bear interest. No allowance for bad debt
        expense
        was provided based upon historical write-off experience, evaluation of customer
        credit condition and the general economic status of the customers.
 
 g) Unbilled
          Receivables
 
 Unbilled
        receivables consist of revenue that has been earned but for which no invoices
        have been issued as the meter readings have not been certified by the customer
        or appropriate regulatory body. Power generation revenue is recorded in the
        month of delivery and meter certification can require a period of two to
        four
        months in the case of certifications required for the issuance of renewable
        obligation certificates (“ROCs”).
  h) Inventory
 
 Inventory
        primarily consists of spare parts and materials used in the Trust’s operations.
        Inventories are stated at the lower of cost and net realizable value. An
        allowance is established for slow moving items on the basis of management’s
        review and assessment of inventory movements.
 
 i)        Plant
        and Equipment
 
 Plant
        and
        equipment, consisting of plant and machinery, vehicles, furniture and fixtures
        and construction in-process are stated at cost less accumulated depreciation.
        Renewals and betterments that increase the useful lives of the assets are
        capitalized. Repair and maintenance expenditures are expensed as incurred.
        Upon
        retirement or disposal of assets, the cost and related accumulated depreciation
        are removed from the consolidated balance sheets. The difference, if any,
        between the net asset value and any proceeds from such retirement or disposal
        is
        recorded as a gain or loss in the statement of operations.
  F-8
 Table
            of Contents
 RIDGEWOODELECTRIC
                POWER TRUSTV
 NOTESTOCONSOLIDATEDFINANCIAL
                STATEMENTS
 (dollar
                amounts in
                thousands, except per sharedata)
 The
          Trust
          uses the straight-line method of depreciation over the estimated useful
          life of
          the assets:
 Plant
                  and machinery
              15
                  yearsVehicles
              4
                  yearsFurniture
                  and fixtures
              4
                  years
 
 
 j)        Impairment
        of Long-Lived Assets and Intangibles
 
 The
        Trust
        evaluates intangible assets and long-lived assets, such as plant and equipment,
        when events or changes in circumstances indicate that the carrying value
        of such
        assets may not be recoverable. The determination of whether impairment has
        occurred is made by comparing the carrying value of an asset to the estimated
        undiscounted cash flows attributable to that asset. If impairment has occurred,
        the impairment loss recognized is the amount by which the carrying value
        exceeds
        the estimated fair value of the asset, which is based on the estimated future
        cash flows discounted at the estimated cost of capital. The analysis requires
        estimates of the amount and timing of projected cash flows and, where
        applicable, judgments associated with, among other factors, the appropriate
        discount rate. Such estimates are critical in determining whether any impairment
        charge should be recorded and the amount of such charge if an impairment
        loss is
        deemed to be necessary.
 
 k) Sale
          and Leaseback
          Transactions
 The
        Trust
        accounts for the sale and leaseback of plant and equipment in accordance
        with
        Statement of Financial Accounting Standards (“SFAS”) No. 98, Accounting for Leases. Losses
        on sale leaseback transactions are recognized at the time of sale if the
        fair
        value of the plant and equipment sold is less than the un-depreciated cost
        of
        the plant and equipment. Gains on sale and leaseback transactions are deferred
        and amortized over the remaining lease term.
 
 l)        Fair
        Value of Financial Instruments
 
 For
        the
        years ended December 31, 2006 and 2005, the carrying value of the Trust’s cash
        and cash equivalents, restricted cash, accounts receivable, unbilled receivable,
        inventory, accounts payable and accrued expenses approximates their fair
        value.
        The fair value of the revolving credit facility and the long-term debt,
        calculated using current rates for loans with similar maturities, does not
        differ materially from its carrying value.
  m)       Foreign
        Currency Translation
  The
        British Pound Sterling and Egyptian Pound are the functional currency of
        the
        Trust’s UK and Egyptian subsidiaries, respectively. The consolidated financial
        statements of the Trust’s non-United States subsidiary is translated into United
        States dollars. Assets and liabilities are translated into US dollars using
        the
        current exchange rates in effect at the balance sheet date, while revenues
        and
        expenses are translated using the average exchange rates during the applicable
        reporting period. The cumulative foreign currency translation adjustment is
        a component of comprehensive loss.
 
 n) Comprehensive
          Loss
 
 The
        Trust’s comprehensive loss consists of net loss and foreign currency
        translation adjustments.
 
 o)        Significant
        Customers
 
 The
        Trust
        sells all of the electricity it produces in the UK from the project that it
        owns to the Non Fossil Purchasing Agency (“NFPA”), a non-profit organization
        that purchases electricity generated by renewable sources (such as landfill
        gas
        power plants) on behalf of all British utilities in order to meet British
        environmental protection goals. Projects subject to PowerBank lease financing
        arrangements sell their output of electricity and ROCs under short-term
        contracts entered into from time-to-time.
  F-9
 Table
            of Contents
 RIDGEWOODELECTRIC
                    POWER TRUSTV
 NOTESTOCONSOLIDATEDFINANCIAL
                    STATEMENTS
 (dollar
                    amounts in
                    thousands, except per sharedata)
 
 p)        Income
        Taxes
 
 The
        provision in the accompanying consolidated financial statements is made for
        UK
        income taxes and no provision is made for United States income taxes as the
        domestic income or loss of the Trust is passed through and included in the
        income tax returns of the individual shareholders of the Trust. The Trust
        uses
        the liability method in accounting for income taxes. Deferred income tax
        reflects, where required, the net tax effect of temporary differences between
        the carrying amounts of assets and liabilities for financial reporting purposes
        and amounts used for tax purposes.
 
 q)Deferred
        Financing
        Costs
  The
        Trust
        capitalizes financing costs and amortizes them using the effective interest
        rate
        method over the life of the related loan. Amortization of deferred financing
        costs is included in interest expense in the consolidated statement of
        operations.  Accumulated amortization at December 31, 2006 and 2005
        was $609 and $455, respectively.
 
 r)        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 FASB Statement 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. FIN 48 will be effective for the Trust
        beginning January 1, 2007. The Trust does not believe that the adoption of
        FIN
        48 will have a material impact on its 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
          (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. SFAS 157 will be effective for
          the Trust beginning January 1, 2008. The Trust is currently evaluating the
          impact of adopting SFAS 157.
 
 SAB
        108
 In
          September 2006, the SEC issued Staff Accounting Bulletin No. 108,
Considering the Effects
          of
          Prior Year Misstatements When Quantifying Misstatements in Current Year
          Financial Statements(“SAB 108”). SAB 108 requires analysis of
          misstatements using both an income statement (rollover) approach and a
          balance
          sheet (iron curtain) approach in assessing materiality and provides for
          a
          one-time cumulative effect transition adjustment. SAB 108 is effective for
          fiscal years ending on or after November 15, 2006. The adoption of this
          standard did not have a material impact on the Trust’s 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”). SFAS 159 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 be effective for the Trust on January 1,
          2008. The Trust is currently evaluating the impact of adopting SFAS 159 on
          its consolidated financial statements.
   F-10
 Table
            of Contents
 RIDGEWOODELECTRIC
                    POWER TRUSTV
 NOTESTOCONSOLIDATEDFINANCIAL
                    STATEMENTS
 (dollar
                    amounts in
                    thousands, except per sharedata)
  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 consolidated
        financial statements.
 
 3.       
        NOTES RECEIVABLE, AFFILIATES
 
 At
        December 31, 2006, the Trust loan balance to Indeck Maine was $4,075 and
        are
        payable on demand. During 2005 and 2004, the Trust loaned $1,000 each year
        to
        Indeck Maine which bears interest at 18% and 12% per annum, respectively.
        The
        interest income accrued on the notes receivable for the years ended December
        31,
        2006, 2005 and 2004 was $404, $339 and $171, respectively, which is included
        in
        notes receivable affiliates in the consolidated balance sheets. Ridgewood
        Electric Power Trust IV (“Trust IV”) made identical loans to Indeck
        Maine.
 
 The
        notes
        and the related accrued interest, which are payable on demand are subordinate
        to
        the $6 million mortgage loan agreement with Commerce Bank/North (“Commerce”)
        entered into by Indeck Maine on August 6, 2004. As a part of the subordination
        agreement, the Trust and Trust IV (collectively  the “Ridgewood Indeck
        Investors”) have agreed that prior to the payment in full of the Commerce loan
        and termination of all obligations of Commerce, the Ridgewood Indeck Investors
        shall not, without prior written consent of Commerce, accelerate the maturity
        of
        all or any portion of the subordinated debt and related interest, or take
        any
        action towards collection of all or any portion of the subordinated debt
        or
        enforcement of any rights, powers or remedies under the subordinated debt
        documents.
 
 On
        August 28, 2006, Indeck Maine and Commerce amended the mortgage loan note
        and
        subordination agreement, whereby, Indeck Maine was permitted to make payments
        in
        2006 of up to $2,500 to Ridgewood Indeck Investors and Indeck Energy Services
        Inc. (“Indeck”), an unaffiliated entity, towards outstanding
        obligations.  On December 18, 2006, the Trust received $471 of
        interest payments related to the subordinated notes.
 
 4.       
        IMPAIRMENT OF PLANT AND EQUIPMENT
 
 The
landfill
        gas resource assessment on certain UK projects acted as a triggering
        events for the impairment, and, therefore, the Trust performed the impairment
        test for each of the years ended December 31, 2006, 2005 and 2004 by comparing
        the cash flows of the related assets to their undiscounted cash flows and
        noted
        that the carrying value exceeded the undiscounted cash flows estimated from
        such
        assets for each of the years.  The Trust then measured the impairments
        using a discounted cash flow valuation methodology.  As a result, the
        Trust recorded impairments of plant and equipment of $1,210, $635 and $500
        for
        the years ended December 31, 2006, 2005 and 2004,
        respectively.
  F-11
 Table
            of Contents
 RIDGEWOODELECTRIC
                    POWER TRUSTV
 NOTESTOCONSOLIDATEDFINANCIAL
                    STATEMENTS
 (dollar
                    amounts in
                    thousands, except per sharedata)
  5.       
        PLANT AND EQUIPMENT
 
 At
        December 31, 2006 and 2005, plant and equipment at cost and accumulated
        depreciation were:
 
 2006
              
              
              2005Plant
                    and equipment
              
              $
              73,633
              
              
              $
              53,187Vehicles
              
              
              333
              
              
              
              410Furniture
                    and fixture
              
              
              255
              
              
              
              217Construction
                  in progress
              
              
              10,514
              
              
              
              12,32684,735
              
              
              
              66,140Less:
                  accumulated depreciation
              
              
              (22,835
              )
              
              
              (14,231
              )$
              61,900
              
              
              $
              51,909
  For
        the
        years ended December 31, 2006, 2005 and 2004, depreciation expense was $6,219,
        $4,486 and $3,502, respectively, which is included in cost of
        revenues.
  6.
              INTANGIBLE
                  ASSETS
  At
        December 31, 2006 and 2005, the gross and net amounts of amortized intangibles
        were:
  2006
              
              
              2005Electricity  sales
                    contracts – gross
              
              $
              24,401
              
              
              $
              22,255Less:
                  accumulated amortization
              
              
              (11,830
              )
              
              
              (8,887
              )Intangibles,
                  net
              
              $
              12,571
              
              
              $
              13,368
  A
        portion
        of the original purchase price of the landfill gas power plants in the UK
        operations was assigned to electricity sales contracts and is being amortized
        over the duration of the contracts on a straight-line basis. As of December
        31,
        2006, the weighted average remaining life of the contracts was 8 years with
        the
        shortest remaining duration being 0.6 years and the longest remaining duration
        being 12.6 years. Electricity sales contracts are more fully described in
        Note
        12. For the years ended December 31, 2006, 2005 and 2004, amortization expense
        was $1,634, $1,747 and $1,790, respectively, which is included in cost of
        revenues.
 
 The
        Trust
        expects to record amortization expense during the next five years as
        follows:
 
 Year
                  endedDecember
                  31,2007
              
              $
              1,6122008
              
              
              1,5812009
              
              
              1,5732010
              
              
              1,5562011
              
              
              1,447
 
 7.       
        INVESTMENTS
 
 The
        Trust’s investment includes a 50% interest in Maine Hydro, 25% interest in
        Indeck Maine, 14.1% interest in NEH and 29.2% interest in US Hydro.
  Maine
          Hydro
  On
          August
          15, 1996, Maine Hydro was formed as a Delaware limited partnership. Ridgewood
          Maine Hydro Corporation, a Delaware corporation (“RMHCorp”), is the sole general
          partner of Maine Hydro and is owned equally by the Trust and Trust IV,
          both
          Delaware trusts (collectively, the “Trusts”). The Trusts are equal limited
          partners in Maine Hydro and have RRP as a common Managing Shareholder.
          Maine
          Hydro operations shall continue to exist until December 31, 2046 unless
          terminated sooner by certain provisions of the partnership
          Agreement.
 F-12
 Table
            of Contents
 RIDGEWOODELECTRIC
                POWER TRUSTV
 NOTESTOCONSOLIDATEDFINANCIAL
                STATEMENTS
 (dollar
                amounts in
                thousands, except per sharedata)
  On
        December 23, 1996, in a merger transaction, Maine Hydro acquired 14
        hydroelectric projects located in Maine from CHI Energy, Inc. Maine Hydro
        has
        electrical generating capacity of 11.3 megawatts (“MW”) and its projects are
        operated under contract by Ridgewood Power Management LLC (“RPM”), an affiliate
        of the Managing Shareholder. The electricity generated is sold under long-term
        electricity sales agreements.
 
 Summarized
        balance sheet data for Maine Hydro at December 31, 2006 and 2005 is as
        follows:
 
 2006
              
              
              2005Current
                    assets
              
              $
              1,448
              
              
              $
              1,764Non-current
                  assets
              
              
              4,739
              
              
              
              4,182Total
                    assets
              
              $
              6,187
              
              
              $
              5,946Current
                    liabilities
              
              $
              900
              
              
              $
              606Non-current
                  liabilities
              
              
              5
              
              
              
              12Partners’
                    equity
              
              
              5,282
              
              
              
              5,328Total
                  liabilities and partners' equity
              
              $
              6,187
              
              
              $
              5,946Trust
                  share of Maine Hydro equity
              
              $
              2,641
              
              
              $
              2,664
 
 Summarized
        statements of operations data for Maine Hydro for the years ended December
        31,
        2006, 2005 and 2004 is as follows:
 
 2006
              
              
              2005
              
              
              2004Revenues
              
              $
              5,221
              
              
              $
              4,806
              
              
              $
              3,429Cost
                    of revenues
              
              
              2,991
              
              
              
              3,060
              
              
              
              2,813Other
                  expenses (income), net
              
              
              176
              
              
              
              514
              
              
              
              (443
              )Total
                    expenses
              
              
              3,167
              
              
              
              3,574
              
              
              
              2,370Net
                    income
              
              $
              2,054
              
              
              $
              1,232
              
              
              $
              1,059Trust
                    share of income in Maine Hydro
              
              $
              1,027
              
              
              $
              616
              
              
              $
              529
  Indeck
        Maine
 
 On
        June
        11, 1997, Ridgewood Indeck Investors equally purchased 50% of the membership
        interest in Indeck Maine, an Illinois limited liability company, which owns
        two
        electric power generating stations fueled by clean wood biomass at West Enfield,
        Maine and Jonesboro, Maine. Indeck, an entity unaffiliated with the Trust,
        owns
        the remaining 50% membership interest in Indeck Maine and was the seller
        in the
        June, 1997 transaction. Ridgewood Indeck investors have a preferred membership
        interest entitling them to receive all net cash flow from operations each
        year
        until they receive an 18% annual cumulative return on their capital
        contributions to Indeck Maine.
 
 From
        January, 1998 through June, 2005, the Ridgewood Indeck Investors loaned
        approximately $8.2 million in total to Indeck Maine, in proportion to their
        ownership interests.
  F-13
 Table
            of Contents
 RIDGEWOODELECTRIC
                POWER TRUSTV
 NOTESTOCONSOLIDATEDFINANCIAL
                STATEMENTS
 (dollar
                amounts in
                thousands, except per sharedata)
  Each
        of
        the Indeck Maine projects has a capacity of 24.5MW and each uses a steam
        turbine
        to generate electricity. Indeck Maine and several of its affiliates have
        an
        agreement with a power marketer for which they are committed to sell renewable
        portfolio standard attributes (“RPS Attributes”) derived from their electric
        generation.  The agreement provides such power marketer with six
        separate annual options to purchase such attributes from 2004 through 2009
        at
        fixed prices, as defined.  If Indeck Maine and its affiliates fail to
        supply the required number of attributes, penalties may be
        imposed.  In accordance with the terms of the agreement, if the power
        marketer elects to exercise an annual option and Indeck Maine and its affiliates
        produce no attributes for such option year, Indeck Maine and its affiliates
        face
        a maximum penalty, which is adjusted annually for the change in the consumer
        price index, among other things, of approximately $3,283, measured using
        current
        factors, for that option year and any other year in which an option has been
        exercised and no attributes have been produced.  Pursuant to the
        agreement, Indeck Maine is liable for 70% of the total penalty, but may be
        liable up to 100% in the event of a default of its affiliates.
 
 Summarized
        balance sheet data for Indeck Maine at December 31, 2006 and 2005 is as
        follows:
 
 2006
              
              
              2005Current
                    assets
              
              $
              8,817
              
              
              $
              10,983Non-current
                  assets
              
              
              11,468
              
              
              
              9,329Total
                  assets
              
              $
              20,285
              
              
              $
              20,312Current
                  liabilities
              
              $
              3,715
              
              
              $
              4,053Notes
                    payable to members
              
              
              16,301
              
              
              
              16,301Loan
                  payable – long-term portion
              
              
              788
              
              
              
              2,036Interest
                    payable to members
              
              
              3,135
              
              
              
              3,403Members’
                  deficit
              
              
              (3,654
              )
              
              
              (5,481
              )Total
                  liabilities and members' deficit
              
              $
              20,285
              
              
              $
              20,312Trust
                  share of Indeck Maine equity
              
              $
              2,134
              
              
              $
              1,510
  Summarized
        statements of operations data for Indeck Maine for the years ended December
        31,
        2006, 2005 and 2004 is as follows:
  2006
              
              
              2005
              
              
              2004Revenues
              
              $
              33,539
              
              
              $
              33,819
              
              
              $
              14,784Cost
                    of revenues
              
              
              29,921
              
              
              
              26,870
              
              
              
              16,542Other
                  expenses
              
              
              1,791
              
              
              
              2,007
              
              
              
              1,196Total
                    expenses
              
              
              31,712
              
              
              
              28,877
              
              
              
              17,738Net
                    income (loss)
              
              $
              1,827
              
              
              $
              4,942
              
              
              $
              (2,954
              )Trust
                    share of income (loss) in Indeck Maine
              
              $
              624
              
              
              $
              2,215
              
              
              $
              (1,630
              )
  NEH
 
 In
        1999,
        the Trust and the Growth Fund jointly formed and funded NEH to develop electric
        power and water purification plants for resort hotels along the Red Sea in
        Egypt. In 2000, the Trust made additional investments and acquired a 14.1%
        ownership of NEH, which wholly owns Ridgewood Egypt For Infrastructure, LLC
        (Egypt) (“REFI”). In 2001, the Ridgewood Egypt Fund (“Egypt Fund”), an affiliate
        of the Growth Fund and the Trust, made contributions to NEH in exchange for
        a
        minority interest.
  F-14
 Table
            of Contents
 RIDGEWOODELECTRIC
              POWER TRUSTV
 NOTESTOCONSOLIDATEDFINANCIAL
              STATEMENTS
 (dollar
              amounts in
              thousands, except per sharedata)
  On
        December 30, 2001, NEH, through REFI, purchased a 28% equity interest in
        Sinai
        For Environmental Services S.A.E. (“Sinai”), which owns a 6,300 cubic meter (1.7
        million gallon) per day water desalinization plant, for 5 million Egyptian
        pounds (approximately $1,100 in 2001). In February of 2002, the Trust made
        an
        additional investment of 4.4 million Egyptian pounds (approximately $939
        in
        2002) to increase its ownership to 53% and gain control of Sinai. As of December
        31, 2006, REFI was granted an additional interest of about 13.4% in Sinai
        in
        return for having provided Sinai with certain machinery and
        equipment.
 
 Summarized
        balance sheet data for NEH at December 31, 2006 and 2005 is as
        follows:
 
 2006
              
              
              2005Current
                    assets
              $
              2,949
              
              
              $
              2,323Non-current
                  assets
              
              18,154
              
              
              
              19,739Total
                  assets
              $
              21,103
              
              
              $
              22,062Current
                  liabilities
              $
              4,054
              
              
              $
              5,090Non-current
                    liabilities
              
              3,043
              
              
              
              3,542Members’
                  equity
              
              14,006
              
              
              
              13,430Total
                  liabilities and members' equity
              $
              21,103
              
              
              $
              22,062Trust
                  share of NEH equity
              $
              1,975
              
              
              $
              1,903
  Summarized
        statements of operations data for NEH for the years ended December 31, 2006,
        2005 and 2004 is as follows:
  2006
              
              
              2005
              
              
              2004Revenues
              
              $
              8,161
              
              
              $
              6,742
              
              
              $
              5,489Cost
                    of revenues
              
              
              6,271
              
              
              
              5,622
              
              
              
              5,045Other
                  expenses
              
              
              1,581
              
              
              
              1,797
              
              
              
              2,610Total
                    expenses
              
              
              7,852
              
              
              
              7,419
              
              
              
              7,655Net
                    income (loss)
              
              $
              309
              
              
              $
              (677
              )
              
              $
              (2,166
              )Trust
                    share of income (loss) in NEH
              
              $
              44
              
              
              $
              (95
              )
              
              $
              (305
              )
  US
        Hydro
 
 Beginning
        in 1999, the Trust and the Growth Fund began discussions with Synergics,
        Inc.
        (“Synergics”) to acquire certain of its hydroelectric generating plants. In the
        course of negotiations, the Trust and Growth Fund were presented with an
        opportunity to acquire certain debt obligations of Synergics from a lender
        to
        Synergics. The Trust and the Growth Fund, through a joint venture (the “debt
        joint venture”), acquired debt obligations of Synergics from the lender on April
        28, 2000 for a payment to the lender of approximately $17,000. Growth Fund
        supplied $12,000 of the capital used by the debt joint venture to acquire
        the
        debt and the Trust supplied the remaining $5,000. The Trust and the Growth
        Fund
        own the debt joint venture 29.2% and 70.8%, respectively, which is in proportion
        to the capital each supplied. Neither entity has preferred rights over the
        other.
 
 On
        November 22, 2002, through another joint venture (the “acquisition joint
        venture”) owned in the same proportion as the debt joint venture that acquired
        the debt of Synergics, the Trust and the Growth Fund completed the acquisition
        of Synergics and changed the name of the acquisition joint venture to Ridgewood
        US Hydro Corporation.
  F-15
 Table
            of Contents
 RIDGEWOODELECTRIC
              POWER TRUSTV
 NOTESTOCONSOLIDATEDFINANCIAL
              STATEMENTS
 (dollar
              amounts in
              thousands, except per sharedata)
 
 The
        aggregate acquisition price of US Hydro, including both the 2000 debt
        acquisition and the 2002 purchase of shares, was approximately $20,300. As
        a
        result of the acquisition, the Trust and the Growth Fund received seven
        hydroelectric generating facilities with 15MW of generating capacity and
        notes
        receivable to be repaid from the output of an additional project with 4MW
        of
        generating capacity. The Trust has since reached a settlement eliminating
        the
        notes receivable making the hydro project portfolio 15MW as of December 31,
        2005. The Trust and Growth Fund also assumed approximately $7,500 million
        of other bank debt in connection with these transactions.
  As
        of
        December 31, 2006, the output of five projects is sold to utility purchasers
        under long-term contacts at prices set out in those contracts while output
        for
        the two of the projects is sold at open market prices. Three of the projects
        are
        located in Virginia, two are located in New York, one project is located
        in
        California and one project is located in Rhode Island. The projects are managed
        by RPM under an operations and maintenance agreement that provides for the
        Trust
        to pay the actual cost of project operations and maintenance along with an
        allocation of actual overhead to provide for administrative
        services.
 
 Five
        of
        the east coast facilities are security for a term loan facility and the
        California facility is security for a lease obligation.
 
 Summarized
        balance sheet data for US Hydro at December 31, 2006 and 2005 is as
        follows:
 
 2006
              
              
              2005Current
                    assets
              
              $
              1,131
              
              
              $
              3,081Non-current
                  assets
              
              
              7,299
              
              
              
              8,697Total
                    assets
              
              $
              8,430
              
              
              $
              11,778Current
                    liabilities
              
              $
              585
              
              
              $
              727Non-current
                  liabilities
              
              
              1,326
              
              
              
              2,316Shareholders’
                    equity
              
              
              6,519
              
              
              
              8,735Total
                  liabilities and shareholders’ equity
              
              $
              8,430
              
              
              $
              11,778Trust
                  share of US Hydro equity
              
              $
              1,907
              
              
              $
              2,556
  Summarized
        statements of operations data for US Hydro for the years ended December 31,
        2006, 2005 and 2004 is as follows:
 
 2006
              
              
              2005
              
              
              2004Revenues
              
              $
              5,358
              
              
              $
              5,539
              
              
              $
              5,096Cost
                    of revenues
              
              
              2,729
              
              
              
              3,100
              
              
              
              3,129Operating
                  expenses
              
              
              1,408
              
              
              
              1,467
              
              
              
              1,379Other
                    non-operating expenses (income), net
              
              
              (107
              )
              
              
              109
              
              
              
              (1,253
              )Total
                  expenses
              
              
              4,030
              
              
              
              4,676
              
              
              
              3,255Net
                  income
              
              $
              1,328
              
              
              $
              863
              
              
              $
              1,841Trust
                  share of income in US Hydro
              
              $
              388
              
              
              $
              250
              
              
              $
              536
  F-16
 Table
            of Contents
 RIDGEWOODELECTRIC
              POWER TRUSTV
 NOTESTOCONSOLIDATEDFINANCIAL
              STATEMENTS
 (dollar
              amounts in
              thousands, except per sharedata)
  8.        
        ACCRUED EXPENSES
 
 Accrued
        expenses consist of the following at December 31, 2006 and 2005:
 
 2006
              
              
              2005PowerBank
                  variable payment
              
              $
              9,528
              
              
              $
              2,804Accrued
                  royalty expense
              
              
              2,713
              
              
              
              1,726General
                  accrued expenses
              
              
              2,713
              
              
              
              1,665Accrued
                  interest
              
              
              1,050
              
              
              
              941Payroll
                  tax and benefit accrual
              
              
              1,976
              
              
              
              595$
              17,980
              
              
              $
              7,731
 
 9.        
        LONG-TERM DEBT
 
 RUK
        entered into a revolving credit facility of £5,000,000 in 2006 for the purpose
        of providing working capital to the business.  Such facility is
        collateralized by all trade receivables of RUK.  The credit facility
        bears interest at LIBOR plus 1.5% (approximately 6.73% at December 31, 2006),
        with a maturity date of March 31, 2007 and was paid in full prior to the
        Sale of
        RUK business.  At December 31, 2006, the amount outstanding under this
        facility was £1,200,000 ($2,351).
 
 RUK
        has a
        term loan facility (the “Term Loan”) for the purpose of financing certain of its
        power generation projects. Payments under the Term Loan are made semi-annually
        on March 31and September 30 of each year. At December 31, 2006, the outstanding
        debt bears interest at the following rates: $7,006 at 7.08%, $7,781 at 7.73%
        and
        $4,495 at LIBOR plus 1.31% (approximately 6.54% at December 31, 2006). At
        December 31, 2005, the outstanding debt bears interest at the following rates:
        $7,340 at 7.08%, $7,593 at 7.73% and $3,881 at LIBOR plus 1.31% (approximately
        5.99% at December 31, 2005). Payments under the Term Loan include amounts
        of
        principal and interest such that the Term Loan will be fully repaid by March
        31,
        2014, its final maturity.
 
 Following
        is a summary of long-term debt at December 31, 2006 and 2005:
  2006
              
              
              2005Total
                    long-term debt
              
              $
              19,282
              
              
              $
              18,814Revolving
                    credit facility
              
              
              2,351
              
              
              
              -Total
                    debt
              
              
              21,633
              
              
              
              18,814Less:
                  current portion
              
              
              (4,651
              )
              
              
              (1,878
              )Non-current
                    portion
              
              $
              16,982
              
              
              $
              16,936
 
 Amounts
        outstanding under the Term Loan are collateralized by substantially all of
        the
        assets of the projects owned by RUK and the underlying Term Loan agreement
        requires certain of RUK’s subsidiaries to maintain a debt service coverage ratio
        (as defined in the Term Loan agreement) of 1.35 to 1 as well as certain other
        ratios. The terms of the Term Loan provide for RUK to maintain certain cash
        balances with the lending bank for the purpose of providing for debt service
        and
        operations and maintenance reserves equal to six-months of such expenses,
        which
        are reflected as restricted cash in the consolidated balance
        sheets.
  F-17
 Table
            of Contents
 RIDGEWOODELECTRIC
                POWER TRUSTV
 NOTESTOCONSOLIDATEDFINANCIAL
                STATEMENTS
 (dollar
                amounts in
                thousands, except per sharedata)
  Scheduled
        principal repayments of the Trust’s long-term debt at December 31, 2006 are as
        follows:
 
 2007
              
              $
              4,6512008
              
              
              2,3332009
              
              
              2,5222010
              
              
              2,7232011
              
              
              2,668Thereafter
              
              
              6,736$
              21,633
  10.     
        CAPITAL LEASE OBLIGATIONS AND CONSTRUCTION ADVANCES
 
 RUK
        entered into “PowerBank Arrangements” (described below) with Ridgewood Renewable
        PowerBank LLC on September 12, 2003 and with Ridgewood Renewable PowerBank
        II
        LLC, Ridgewood Renewable PowerBank III LLC and Ridgewood Renewable PowerBank
        IV
        LLC on September 30, 2004 (each a “PowerBank” and collectively the “PowerBanks
”).
 
 Under
        the
        terms of the PowerBank Arrangements, each PowerBank committed to providing
        £850,000 per MW of capacity, with each PowerBank committing for a specified
        amount of capacity. The PowerBank Arrangements are denominated entirely in
        British pounds sterling and provide for funds to be advanced to RUK, initially
        for development and construction financing and, after the project reaches
        commercial operations, as permanent financing. During the construction period,
        RUK pays to the PowerBank providing financing a prorated amount equal to
        10% per
        annum of the advances attributable to projects financed that have not yet
        reached commercial operation. When a project reaches commercial operation,
        title
        to the project passes from RUK to the PowerBank that provided the financing
        for
        that project and the advances convert from construction advances to long-term
        financing.
 
 Under
        the
        long-term financing provisions of the PowerBank Arrangements, RUK is obligated
        to make regular fixed payments and formula-based variable payments, the amounts
        of which are determined by a combination of (i) the output of each plant
        and
        (ii) the price received for such output during the periods for which the
        payments are made. The PowerBank Arrangements provide for a minimum period
        of
        ten years for the permanent financing and can be extended on a
        project-by-project basis indefinitely by the PowerBank providing the financing.
        There are no purchase options or residual guarantee provisions in the PowerBank
        Arrangements.
 
 RUK
        accounts for its obligations under the PowerBank Arrangements as either
        long-term or current (as appropriate) construction advance obligations and,
        in
        the case of the permanent financing, as capital lease obligations with a
        10-year
        minimum term and an initial lease obligation of £850,000 per MW. Should the cost
        of developing a given project be greater than or less than £850,000 per MW, then
        RUK will experience a gain or loss on the sale of the project. Such gains
        are
        deferred and taken into cost of revenues over the ten-year minimum lease
        period,
        while losses are realized and taken into other income at the time when such
        losses are considered to be probable.
  F-18
 Table
            of Contents
 RIDGEWOODELECTRIC
                POWER TRUSTV
 NOTESTOCONSOLIDATEDFINANCIAL
                STATEMENTS
 (dollar
                amounts in
                thousands, except per sharedata)
  For
        the
        years ended December 31, 2006, 2005 and 2004, RUK paid to the PowerBanks
        construction period interest of $1,493, $2,805 and $3,448, respectively.
        RUK capitalized all of the construction period interest charges incurred
        during
        construction. The interest expense component of the capital lease payments
        made
        by RUK under the PowerBank Arrangements and included in interest expense
        on the
        accompanying consolidated statements of operations was $4,486, $3,401 and
        $2,027
        for the years ended December 31, 2006, 2005 and 2004, respectively.
 
 As
        of
        December 31, 2006, RUK’s capital lease obligations and construction advances
        outstanding with the respective PowerBanks are as follows:
  2006Capital
                    lease
                
                
                Constructionobligations
                
                
                advancesPBI
                
                $
                9,419
                
                
                $
                -PBII
                
                
                15,850
                
                
                
                1,499PBIII
                
                
                17,794
                
                
                
                3,330PBIV
                
                
                4,981
                
                
                
                4,995$
                48,044
                
                
                $
                9,824
  In
        addition to the PowerBank capital lease arrangements, RUK leases certain
        vehicles and equipment under multiple lease agreements which vary in terms
        and
        rates ranging from 7.4% to 8.9%. At December 31, 2006 and 2005, the capital
        lease obligation for these assets was $818 and $900, respectively.
 
 Following
        is a summary of all capital lease obligations at December 31, 2006 and
        2005:
 
 2006
              
              
              2005Gross
                    payments
              
              $
              75,919
              
              
              $
              48,174Less:
                  imputed interest
              
              
              (27,057
              )
              
              
              (18,379
              )Total
                    capital lease obligations
              
              
              48,862
              
              
              
              29,795Less
                  - current maturity
              
              
              (5,407
              )
              
              
              (2,897
              )Capital
                    lease obligations - long term portion
              
              $
              43,455
              
              
              $
              26,898
  F-19
 Table
            of Contents
 RIDGEWOODELECTRIC
                POWER TRUSTV
 NOTESTOCONSOLIDATEDFINANCIAL
                STATEMENTS
 (dollar
                amounts in
                thousands, except per sharedata)
  
 At
        December 31, 2006, remaining scheduled gross repayments of capital lease
        obligations are as follows:
  2007
                  
                  $
                  10,9242008
                  
                  
                  9,3592009
                  
                  
                  9,3592010
                  
                  
                  9,3342011
                  
                  
                  9,217Thereafter
                  
                  
                  27,726$
                  75,919
 Included
        in plant and equipment are assets under capital lease obligations with a
        cost of
        $45,573 and $27,588 and accumulated depreciation of $9,165 and $4,283 at
        December 31, 2006 and 2005, respectively.
 
 11.      COMMITMENTS
        AND CONTINGENCIES
 
 On
        August
        16, 2006, the Trust and several affiliated entities, including the Managing
        Shareholder, filed a lawsuit 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 suit alleged
        professional malpractice and breach of contract in connection with audit
        and
        accounting services performed for the Trust and the other plaintiffs by Perelson
        Weiner. On October 20, 2006, Perelson Weiner filed a counterclaim against
        the
        Trust and the other plaintiffs, alleging breach of contract due to unpaid
        invoices in the total amount of approximately $1,188. Discovery is ongoing
        and
        no trial date has been set.
 
 On
        November 10, 2003, RUK entered into an equipment purchase agreement with
        its
        main supplier for the purchase of the electricity generation equipment
        constituting the primary element of the projects making up RUK’s future
        expansion. The sales price of the equipment was negotiated in euros and the
        contract allowed RUK to fix the Euro price for a substantial portion of its
        future construction costs. Foreign currency translation losses for the years
        ended December 31, 2006, 2005 and 2004 were $8, $209 and $22, respectively,
        which is included in other expenses in the consolidated statements of
        operations. As of December 31, 2006, all of the units provided for in the
        equipment purchase agreement had either been delivered or had been ordered
        with
        delivery pending. A portion of the required payments with respect to the
        engine/generator sets remains outstanding pending full performance by the
        equipment supplier. The total of these payment obligations is approximately
        $49
        at December 31, 2006 and payments are subject to and contingent on supplier
        performance in subsequent periods. The engines acquired are to be used in
        RUK’s
        continued expansion under the RO program pursuant to the PowerBank Arrangements
        described in Note 10.
 
 The
        Trust
        is subject to legal proceedings involving ordinary and routine claims related
        to
        its business. The ultimate legal and financial ability 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.
 
 12.      ELECTRIC
        POWER SALES CONTRACTS
 
 RUK
        was
        committed to sell all of the output from certain of its projects, representing
        26.5MW at December 31, 2006, to the NFPA, a not-for-profit organization that
        purchases electricity generated by certain renewable power projects on behalf
        of
        large English electric utilities. The electricity prices provided for in
        these
        contracts were set at an initial level and are adjusted annually based on
        general inflation in the UK. Each contract is specific to a certain project
        site
        with contract terms being typically 15 years from the start of project
        commercial operation of the project under contract. Contracts for certain
        projects have shorter durations to match expected project life. Contracts
        with
        the NFPA cannot be transferred from their original site. RUK’s remaining
        projects, representing 32.6MW at December 31, 2006, were subject to the
        PowerBank Arrangements and the output from these projects was sold under
        one
        year contracts renegotiated by the PowerBanks from time-to-time. The pricing,
        terms and counter-parties of these contracts are subject to change and reflect
        market conditions at the time they are entered into.
  F-20
 Table
            of Contents
 RIDGEWOODELECTRIC
                POWER TRUSTV
 NOTESTOCONSOLIDATEDFINANCIAL
                STATEMENTS
 (dollar
                amounts in
                thousands, except per sharedata)
  13.      LANDFILL
        GAS AGREEMENTS
 
 Projects
        of RUK are located on the sites of landfills owned and operated by third
        parties. In each case RUK has entered into agreements with the landfill site
        operators (each a “Gas Agreement”) that gave RUK certain rights including the
        right to occupy the portion of the landfill site required for its electricity
        generation project (or projects), to build the project to specifications
        agreed
        with the landfill site operator, to have access to the project compound,
        to
        install, own, operate and maintain a landfill gas collection system and to
        use
        the methane-containing gas produced by the landfill site for the purpose
        of
        generating electricity. In exchange, RUK agreed to use its efforts to control
        the escaping of gas from the landfill and to pay a royalty to the landfill
        operator. The landfill gas royalty is typically a percentage of the revenue
        of
        the project and may have a fixed payment component. For the years ended December
        31, 2006, 2005 and 2004, royalty expense was $5,731, $4,278 and $2,361,
        respectively. The term of the Gas Agreements to which RUK was a party vary
        but
        are long-term agreements approximating the expected life of the project to
        be
        located on a site.
  14.      INCOME
        TAXES
 
 The
        components of loss before provision for income taxes for the years ended
        December 31, 2006, 2005 and 2004 are as
        follows:
  2006
              
              
              2005
              
              
              2004United
                    States
              
              $
              (834)
              
              
              $
              362
              
              
              $
              (3,005
              )Foreign
              
              
              (297)
              
              
              
              (1,741
              )
              
              
              (1,893
              )$
              (1,131)
              
              
              $
              (1,379
              )
              
              $
              (4,898
              )
  The
        foreign loss includes $341, $1,646 and $1,588 from RUK and foreign income
        (loss) of $44, ($95) and ($305) from NEH, for the years ended December 31,
        2006,
        2005 and 2004, respectively, which is reported net of tax effect consistent
        with
        the equity method of accounting.
 
 The
        US
        Hydro income (loss) is reported net of tax effect consistent with the equity
        method of accounting.
 
 The
        Trust
        is not subject to US income tax as it is treated as a fiscally transparent
        entity for US income tax purposes. Income tax expense represents foreign
        taxes
        paid by CLPE Holdings Ltd. (“CLP”). For the years ended December 31, 2006, 2005
        and 2004, the provision for income taxes consists of:
 
 2006
              
              
              2005
              
              
              2004CurrentForeign
              
              $
              668
              
              
              $
              -
              
              
              $
              -DeferredForeign
              
              
              273
              
              
              
              261
              
              
              
              10Income
                  Tax Expense
              
              $
              941
              
              
              $
              261
              
              
              $
              10
  At
        December 31, 2006, 2005 and 2004, CLP had approximately $660, $960 and $1,006,
        respectively, of unused net operating losses, all of which may be carried
        forward indefinitely.  However, CLP's ability to utilize its NOL's may
        be limited due to the tax structure in the UK. Accordingly, CLP has determined
        that it is not more likely than not that it will realize the benefit of
        these NOL's and, as such, has recorded a full valuation allowance against
        the
        related deferred tax asset. Deferred income taxes reflect the tax effects
        of
        temporary differences between the carrying amounts of assets and liabilities
        for
        financial reporting purposes and the amounts used for income tax purposes.
  F-21
 Table
            of Contents
 RIDGEWOODELECTRIC
                POWER TRUSTV
 NOTESTOCONSOLIDATEDFINANCIAL
                STATEMENTS
 (dollar
                amounts in
                thousands, except per sharedata)
  The
        components of the Trust's deferred income tax assets
        and liabilities at December 31, 2006, 2005 and 2004 are as follows:
  2006
              
              
              2005
              
              
              2004Deferred
                    tax assetsNet
                  operating losses - noncurrent
              
              $
              210
              
              
              $
              288
              
              
              $
              302Less:
                    valuation allowance
              
              
              (210)
              
              
              
              (288
              )
              
              
              (302
              )$
              -
              
              
              $
              -
              
              
              $
              -Deferred
                    tax
                    liabilitiesDepreciation
                  - noncurrent
              
              $
              1,548
              
              
              $
              1,105
              
              
              $
              960
  15.     
        TRANSACTIONS WITH MANAGING SHAREHOLDER AND AFFILIATES
 
 The
        Trust
        operates pursuant to the terms of a management agreement (“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. The management fee is to be paid in monthly installments and, to
        the
        extent that the Trust does not pay the management fee on a timely basis,
        the
        Trust accrues interest at an annual rate of 10% on the unpaid
        balance.
 
 The
        Managing Shareholder waived its right to receive $2,042 in management fees
        for
        2006. For 2005 and 2004, the Managing Shareholder waived 50% of the management
        fees due in such years. The Trust recorded the waived management fees as
        deemed
        capital contributions in the periods in which the fees pertained to. 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. For the years ended December 31, 2006, 2005 and 2004,
        the
        Trust made management fee payments to the Managing Shareholder of $290, $495
        and
        $750, respectively. Unpaid management fees that accrued during the years
        ended
        December 31, 2004 and 2003 of $416 and $626, respectively, were forgiven
        by the
        Managing Shareholder in the fourth quarter of 2005 and were recorded as capital
        contributions at that time in the manner described above.
  For
        the
        years ended December 31, 2006, 2005 and 2004, the Trust accrued interest
        expense
        of $115, $263 and $217, respectively, on accrued but unpaid management fees.
        The
        interest accrued has been waived by the Managing Shareholder and recorded
        as
        capital contribution in the period waived.
 
 Under
        the
        Management Agreement with the Managing Shareholder, RPM, an entity related
        to
        the Managing Shareholder through common ownership, provides management,
        purchasing, engineering, planning and administrative services to the projects
        operated by the Trust. RPM charges the projects at its cost for these services
        and for the allocable amount of certain overhead items. Allocations of costs
        are
        on the basis of identifiable direct costs or in proportion to amounts invested
        in projects managed by RPM. For the years ended December 31, 2006, 2005 and
        2004
        RPM charged the projects approximately $916, $473 and $176, respectively,
        for
        all of the direct operating and non-operating expenses incurred during
        2006.  These charges may not be indicative of costs incurred if the
        Trust were not operated by RPM.
 
 Under
        the
        Declaration of Trust, the Managing Shareholder is entitled to receive,
        concurrently with the shareholders of the Trust other than the Managing
        Shareholder, 1% of all distributions from operations made by the Trust in
        a year
        until the shareholders have received distributions in that year equal to
        12% of
        their equity contribution. Thereafter, the Managing Shareholder is entitled
        to
        receive 20% of the distributions for the remainder of the year. The Managing
        Shareholder is entitled to receive 1% of the proceeds from dispositions of
        Trust
        property until the shareholders other than the Managing Shareholder, have
        received cumulative distributions equal to their original investment
        (“Payout”). After Payout, the Managing Shareholder is entitled to receive 20% of
        all remaining distributions of the Trust. For each of the years ended December
        31, 2006, 2005 and 2004, the Managing Shareholder received a distribution
        of
        $33, $9 and $14, respectively.
  F-22
 Table
            of Contents
 RIDGEWOODELECTRIC
                POWER TRUSTV
 NOTESTOCONSOLIDATEDFINANCIAL
                STATEMENTS
 (dollar
                amounts in
                thousands, except per sharedata)
  Income
        is
        allocated to the Managing Shareholder until the profits so allocated equal
        distributions to the Managing Shareholder. Thereafter, income is allocated
        among
        the shareholders other than the Managing Shareholder in proportion to their
        ownership of Investor Shares. If the Trust has net losses for a fiscal period,
        the losses are allocated 99% to the shareholders other than the Managing
        Shareholder and 1% to the Managing Shareholder, subject to certain limitations
        as set forth in the Declaration of Trust. Amounts allocated to shareholders
        other than the Managing Shareholder are apportioned among them in proportion
        to
        their capital contributions.
 
 Under
        the
        terms of the Declaration of Trust, if the Adjusted Capital Account (as defined
        in the Declaration of Trust) of a shareholder other than the Managing
        Shareholder would become negative using General Allocations (as defined in
        the
        Declaration of Trust), losses and expenses will be allocated to the Managing
        Shareholder. Should the Managing Shareholder’s Adjusted Capital Account become
        negative and items of income or gain occur, then such items of income or
        gain
        will be allocated entirely to the Managing Shareholder until such time as
        the
        Managing Shareholder’s Adjusted Capital Account becomes positive. This mechanism
        does not change the allocation of cash, as discussed above.
 
 RRP
        owns 1.81 Investor Shares of the Trust. The Trust granted the Managing
        Shareholder a single Management Share representing the Managing Shareholder’s
        management rights and rights to distributions of cash flow.
 
 On
        June
        26, 2003, the Managing Shareholder, entered into a Revolving Credit and Security
        Agreement with Wachovia Bank, National Association. The agreement, as amended,
        allows the Managing Shareholder to obtain loans and letters of credit of
        up to
        $6,000 for the benefit of the Trust and other trusts that it manages. As
        part of
        the agreement, the Trust agreed to limitations on its ability to incur
        indebtedness, and liens and to provide guarantees. The Managing Shareholder
        and
        Wachovia Bank agreed to extend the Managing Shareholder’s line of credit through
        May 31, 2008.
 
 See
        Item
        13. “Certain Relationships and Related Transactions, and Director Independence”
regarding amounts received by the Managing Shareholder from the sale of
        RUK.  Managing Shareholder was not a party to the RUK sale but
        received certain payments as a result of the sale for the service it provided
        as
        the Managing Shareholder of each of the Ridgewood ROCs and each of the
        PowerBanks.
 
 The
        Trust
        records short-term payables and receivables from other affiliates in the
        ordinary course of business. The amounts payable and receivable with the
        other
        affiliates do not bear interest. At December 31, 2006 and 2005 the Trust
        had
        outstanding payables and receivables as follows:
   December
                    31,
                
                
                December
                    31,2006
                
                
                2005
                
                
                2006
                
                
                2005Due
                    from
                
                
                Due
                    toRPM
                $
                329
                
                $
                512
                
                $
                -
                
                $
                -RRP
                
                534
                
                
                534
                
                
                -
                
                
                -Growth
                    Fund
                
                -
                
                
                -
                
                
                251
                
                
                446US
                    Hydro
                
                -
                
                
                -
                
                
                13
                
                
                403Maine
                    Hydro
                
                -
                
                
                44
                
                
                6
                
                
                -Indeck
                    Maine
                
                -
                
                
                -
                
                
                16
                
                
                -NEH
                
                53
                
                
                115
                
                
                -
                
                
                -Ridgewood
                    Providence
                    B
                
                -
                
                
                207
                
                
                -
                
                
                -PowerBanks
                
                1,257
                
                
                363
                
                
                -
                
                
                -Other
                    affiliates
                
                402
                
                
                -
                
                
                5
                
                
                16Total
                $
                2,575
                
                $
                1,775
                
                $
                291
                
                $
                865
 F-23
 Table
            of Contents
 RIDGEWOODELECTRIC
                POWER TRUSTV
 NOTESTOCONSOLIDATEDFINANCIAL
                STATEMENTS
 (dollar
                amounts in
                thousands, except per sharedata)
  16.    FINANCIAL
        INFORMATION BY BUSINESS
        SEGMENT AND LOCATION
 
 In
        2005,
        2004 and 2003, revenues were recorded from customers of RUK. The financial
        statements of Maine Hydro, Indeck Maine, NEH and US Hydro are not consolidated
        with those of the Trust and, accordingly, their revenues are not considered
        to
        be operating revenues. For the years ended December 31, 2006, 2005 and 2004,
        financial information by geographic location was as follows:
  2006
              
              
              2005
              
              
              2004US
              
              
              RUK
              
              
              US
              
              
              RUK
              
              
              US
              
              
              RUKTotal
                    assets
              
              $
              14,099
              
              
              $
              100,524
              
              
              $
              16,297
              
              
              $
              84,391
              
              
              $
              12,766
              
              
              $
              100,342Revenues
              
              
              -
              
              
              
              44,751
              
              
              
              -
              
              
              
              32,359
              
              
              
              -
              
              
              
              22,878
  The
        Trust
        sells all of the electricity it produces from the project that it owns to
        the
        NFPA, a non-profit organization that purchases electricity generated by
        renewable sources (such as landfill gas power plants) on behalf of all British
        utilities in order to meet British environmental protection goals. Projects
        subject to PowerBank lease financing arrangements sell their output of
        electricity and ROCs under short-term contracts entered into from
        time-to-time.
 
 The
        Trust
        manages and evaluates its operations in one reportable power generation business
        segment, and as a result, no segment information has been disclosed outside
        of
        geographical information.
  17.     SELECTED
        UNAUDITED QUARTERLY FINANCIAL DATA
 2006
                      Quarters1st
                  
                  
                  2nd
                  
                  
                  3rd
                  
                  
                  4thRevenues
                  
                  $
                  8,255
                  
                  
                  $
                  10,947
                  
                  
                  $
                  12,112
                  
                  
                  $
                  13,437Gross
                      profit
                  
                  
                  1,535
                  
                  
                  
                  1,734
                  
                  
                  
                  2,287
                  
                  
                  
                  2,323Income
                      from
                      operations
                  
                  
                  712
                  
                  
                  
                  941
                  
                  
                  
                  715
                  
                  
                  
                  164Net
                      loss
                  
                  
                  (46
                  )
                  
                  
                  (323
                  )
                  
                  
                  (350
                  )
                  
                  
                  (1,353
                  )Net
                      loss per Investor
                      Share
                  
                  
                  (49
                  )
                  
                  
                  (343
                  )
                  
                  
                  (371
                  )
                  
                  
                  (1,436
                  )2005
                      Quarters1st
                  
                  
                  2nd
                  
                  
                  3rd
                  
                  
                  4thRevenues
                  
                  $
                  6,882
                  
                  
                  $
                  8,749
                  
                  
                  $
                  8,176
                  
                  
                  $
                  8,552Gross
                      profit
                  
                  
                  855
                  
                  
                  
                  1,340
                  
                  
                  
                  281
                  
                  
                  
                  557Income
                      (loss ) from
                      operations
                  
                  
                  67
                  
                  
                  
                  564
                  
                  
                  
                  (559
                  )
                  
                  
                  (680
                  )Net
                      (loss)
                      income
                  
                  
                  (1,156
                  )
                  
                  
                  171
                  
                  
                  
                  (397
                  )
                  
                  
                  (258
                  )Net
                      (loss) income  per
                      Investor Share
                  
                  
                  (1,227
                  )
                  
                  
                  181
                  
                  
                  
                  (421
                  )
                  
                  
                  (273
                  )
 18.      SUBSEQUENT
        EVENTS
 
 On
        January 23, 2007, RUK entered into a sale agreement (the “Sale Agreement”) along
        with Arbutus, and Ridgewood ROC 2003 LLC (“ROC I”), Ridgewood ROC II 2003 LLC
        (“ROC II”), Ridgewood ROC III 2003 LLC (“ROC III”), Ridgewood ROC IV 2004 LLC
        (“ROC IV,” and together with ROC I, ROC II and ROC III, the “Ridgewood ROCs”),
        each of which is a wholly-owned subsidiary of a corresponding PowerBank,
        as
        sellers (collectively, the “Sellers”), with MEIF LG Energy Limited (“Buyer”), as
        the purchaser.
 
 On
        February 22, 2007, RUK completed the sale (the “Sale”) of all of the issued and
        outstanding shares of CLP. Under the Sale Agreement, the Buyer agreed to
        buy (i)
        100% of the issued and outstanding shares (the "Shares") of CLP from Ridgewood
        UK and Arbutus, and (ii) substantially all of the assets (the "Assets") of
        the
        PowerBanks. The Assets and the Shares constitute all the landfill gas business
        located in the United Kingdom of RUK and of the PowerBanks.
  F-24
 Table
            of Contents
 RIDGEWOODELECTRIC
                POWER TRUSTV
 NOTESTOCONSOLIDATEDFINANCIAL
                STATEMENTS
 (dollar
                amounts in
                thousands, except per sharedata)
 
 In
        accordance with the Sale Agreement, at closing, the Buyer paid an aggregate
        purchase price for the Shares and the Assets of £117.8 million ($229,500),
        subject to a working capital adjustment that resulted in an increase to the
        purchase price of £4.2 million ($8,200). After adjustment, the purchase price
        for the Shares was £25.1 million ($48,900), of which £22.1 million ($43,100) was
        attributable to the shares sold by RUK. Taking into account payments made
        to RUK
        pursuant to certain sharing arrangements with the PowerBanks, the total gross
        sales proceeds to RUK were £27.6 million ($53,800).
 
 On
        February 23, 2007, the Manager caused a portion of the sales proceeds to
        be
        converted from sterling into US dollars which was done at the rate of 1.9483
        U.S. dollars for each pound sterling. On March 27, 2007 a subsequent conversion
        took place at an exchange rate of 1.9604 US dollars for each pound sterling.
        While certain transactions remain to be made that will require dollar/sterling
        conversions, management of the Trust does not expect the exchange rates of
        these
        conversions to have a material effect on RUK.
 
 The
        Sellers gave a number of warranties and indemnities to the Buyer in connection
        with the Sale that considers typical of such transactions. Should there be
        a
        breach or breaches of the warranties or should an indemnifiable event occur,
        the
        Buyer could make claims against the Sellers including RUK. Management of
        RUK
        does not believe there is a material likelihood that such a claim will arise
        or
        that, should such a claim arise, RUK would incur a material liability. This
        belief is based, in part, on the Sellers having purchased warranty and indemnity
        insurance to minimize such risk. There are no current plans to reserve or
        provide an escrow for the contingent liabilities represented by these warranties
        and indemnities. As of January 18, 2008, the Trust is not aware of any claims.
        RUK has distributed all but a nominal amount of sale proceeds to its
        shareholders.
  The
        assets sold did not meet the qualifications to be classified as “held for sale”
at December 31, 2006.
  On
          December 30, 2005, an investor in the Trust and entities affiliated with
          the
          Trust, Paul Bergeron, on behalf of himself and as Trustee for the Paul
          Bergeron
          Trust (the “Plaintiff”), filed a Complaint in Suffolk Superior Court,
          Commonwealth of Massachusetts, Paul Bergeron
          v. Ridgewood
          Electric Power Trust V,et
          al.,
          Suffolk Superior Court, Docket No. 07-1205 BLS1 (“Bergeron I”).  The
          action was brought against, among others, the Managing Shareholder and
          persons
          who are or were officers of the Managing Shareholder alleging violations
          of the
          Massachusetts Securities Act, as well as breach of fiduciary duty, fraud,
          breach
          of contract, negligent misrepresentation and unjust enrichment, all related
          to a
          set of alleged facts and allegations regarding the sale of securities of
          funds
          (including the Trust) managed by the Managing Shareholder or affiliates
          of the
          Managing Shareholder which were sold in private offerings and the operation
          of
          those funds subsequent to the sale.  The Plaintiff is seeking damages
          of $900 plus interest and other damages to be determined at trial.
  On
          January 27, 2006, the Plaintiff, on its own initiative, filed an Amended
          Complaint and Jury Demand in Massachusetts Superior Court, adding a non-diverse
          broker-dealer to the action. On February 22, 2006, the case was removed
          by the
          defendants to United States District Court for the District of Massachusetts
          on
          the basis of diversity jurisdiction, but the defendants alleged that the
          only
          non-diverse party had been fraudulently joined by the Plaintiff. On February
          27,
          2006, a motion to dismiss was filed by the defendants in the District Court.
          On
          April 12, 2006, the District Court affirmed its jurisdiction over the case,
          and
          dismissed the non-diverse party. On January 10, 2007, the District Court
          dismissed Plaintiff’s unjust enrichment case, but denied the motion of the
          defendants to dismiss as to the remaining claims. Presently, attorneys
          for the
          parties are involved in discovery, with a magistrate judge having decided
          motions to compel brought by the parties during the summer of 2007. A new
          scheduling order is in the process of being developed by the parties for
          approval by the District Court. As of the filing of this report, no trial
          date
          has been set by the court.
 
 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.
          For a
          description of the sale transaction, see Item 1. “Business – Ridgewood
          UK.”  The Superior Court denied the request by the Plaintiff for an
          injunction. The case was then removed by the defendants to the same District
          Court as Bergeron I, but the District Court remanded the case to Massachusetts
          Superior Court on July 5, 2007, where it is presently pending.
 All
          defendants in Bergeron I and Bergeron II deny the allegations and intend
          to
          defend both actions vigorously.
 In
        October 2007, the Managing Shareholder announced that it intends to market
        the
        assets of NEH for sale.
     F-25