Table of
Contents





UNITED
STATES


SECURITIES
AND EXCHANGE COMMISSION
 WASHINGTON,
DC 20549
 
 FORM
10-K
 (Mark
One)
 x
              ANNUAL REPORT PURSUANT TO SECTION
      13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF
  1934
  For the
fiscal year ended December 31, 2008
 or
 
 o
              TRANSITION REPORT PURSUANT TO
      SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF
      1934
  For the
transition period from ________ to _______
 
 Commission
file number:  0-24143
 
 RIDGEWOOD
ELECTRIC POWER TRUST V
 (Exact Name of
Registrant as Specified in Its Charter)
 Delaware
              
              22-3437351(State
      or Other Jurisdiction of
                Incorporation
      or Organization)
              
              (IRS
      Employer Identification Number)
 
 1314
      King Street, Wilmington, 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.   Yes  oNo x
 
 Indicate
by check mark if the registrant is not required to file reports pursuant to
Section 13 or 15(d) of the Act. Yes 
oNo x
 
 Indicate
by check mark whether the registrant (1) has filed all reports required to be
filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the
preceding 12 months (or for such shorter period that the Registrant was required
to file such reports), and (2) has been subject to such filing requirements for
the past 90 days.
 Yes 
xNo  o
 
 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.  x
 
 Indicate
by check mark whether the registrant is a large accelerated filer, an
accelerated filer, a non-accelerated filer, or a smaller reporting company. See
definition of “large accelerated filer”, “accelerated filer” and “smaller
reporting company” in Rule 12b-2 of the Exchange Act. (Check one):
 
 Large
      accelerated filer   o
              Accelerated
      filer   o
              Non-accelerated
      filer   o
              Smaller
      reporting company   x(Do
      not check if a smaller reporting
company)
 
 Indicate
by check mark whether the registrant is a shell company (as defined in Rule
12b-2 of the Exchange Act).
 Yes 
oNo  x
 
 There is no market for the Investor
Shares. The number of Investor Shares outstanding at March 31, 2009 was
932.8877.
  
 
  FORM
10-K
  TABLE
OF CONTENTS
 
 PART
I
 
 PageItem 1.
                          Business
                          1Item 1A.
                          Risk Factors
                          6Item 1B.
                          Unresolved Staff Comments
                          9Item 2.
                          Properties
                          9Item 3.
                          Legal Proceedings
                          9Item 4.
                          Submission of Matters to a Vote of Security
      Holders
                          10PART
      IIItem 5.
                          Market for Registrant’s Common Equity, Related Security Holder
      Matters andIssuer Purchases of Equity Securities
                          10Item 6.
                          Selected Financial Data
                          11Item 7.
                          Management’s Discussion and Analysis of Financial Condition and
      Results of Operations
                          11Item 7A.
                          Quantitative and Qualitative Disclosures About Market
      Risk
                          14Item 8.
                          Financial Statements and Supplementary Data
                          14Item 9.
                          Changes in and Disagreements with Accountants on Accounting and
      Financial Disclosure
                          14Item 9A.
                          Controls and Procedures
                          14Item 9B.
                          Other Information
                          14PART
      IIIItem 10.
                          Directors, Executive Officers and Corporate
      Governance
                          15Item 11.
                          Executive Compensation
                          16Item 12.
                          Security Ownership of Certain Beneficial Owners and Management
      and Related Stockholder Matters
                          17Item 13.
                          Certain Relationships and Related Transactions, and Director
      Independence
                          17Item 14.
                          Principal Accounting Fees and Services
                          19PART
      IVItem 15.
                          Exhibits and Financial Statement Schedules
                          20SIGNATURES
                          24
  Table of Contents
 
 Forward-Looking
Statements
 
 Certain
statements discussed in Item 1. “Business”, Item 3. “Legal
Proceedings” and 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, without limitation, possible contingent liabilities and
risks associated with the dissolution and liquidation of the Trust, including,
without limitation, proceeds received from the disposition of Trust investments,
settlement of the Trust’s liabilities and obligations, costs incurred in
connection with the carrying out of the plan of liquidation and dissolution of
the Trust, and the actual timing of liquidating distributions. Additional
information concerning the factors that could cause actual results to differ
materially from those in the forward-looking statements is contained in Item 1A.
“Risk Factors” and Item 7. “Management’s Discussion and Analysis of
Financial Condition and Results of Operations”, and elsewhere in this Annual
Report on Form 10-K. The Trust undertakes no obligation to publicly update
or revise any forward-looking statements or cautionary factors, as a result of
new information, future events or otherwise, 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.
 Historically,
the Trust focused primarily on projects fueled by renewable sources of fuel and
on water treatment facilities in remote locations serving hotel resort
developments. These projects allowed 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, 2008, the projects in which the
Trust had investments were located in the United States and Egypt. As of
that date, the Trust had investments in hydro-electric generating projects in
the US with total capacity of 26.3 megawatts (“MW”), and in projects in Egypt
with the capacity to produce approximately 38,650 cubic meters (approximately 10
million gallons) of potable water per day and electricity generating capacity of
approximately 24MW.  The Trust previously owned biomass fueled electricity
generating facilities in Maine, which were sold in December 2008, as discussed
in Item 1. “Business – Indeck Maine”. Also, the Trust previously owned landfill
gas-fired electric projects located in the United Kingdom, which were sold in
February 2007.
 On or
about December 2, 2008, the Managing Shareholder, on behalf of the Trust,
solicited the approval of the holders of investors shares of beneficial interest
(“Investor Shares”) for the sale of 100% of the interests of Indeck Maine
Energy, L.L.C., an Illinois limited liability company (“Indeck Maine”) and the
allocation of related proceeds. As Indeck Maine represented a significant
portion of the Trust’s assets, the Managing Shareholder informed the Trust’s
shareholders that this sale, if completed, would put the Trust in dissolution.
Because of this, shareholders were delivered a copy of the Plan of Liquidation
and Dissolution of Ridgewood Electric Power Trust V (the “Plan of Dissolution”).
The shareholders approved the sale and on December 22, 2008, Indeck Maine was
sold and the Trust’s Plan of Dissolution became effective.  See Item
4. “Submission of Matters to a Vote of Security Holders” for the voting results
of the consent solicitation.
 
 Under the
Plan of Dissolution, the business of the Trust has shifted, and has become
limited to the sale or disposition of the remaining investments of the Trust,
disposal of its remaining assets and resolution of its remaining liabilities.
Upon the completion of these activities, if successful, the Managing Shareholder
expects to distribute any remaining cash to the Trust’s shareholders and then
proceed to terminate the Trust and its reporting obligations under the
Securities Exchange Act of 1934, as amended (the “Exchange Act”). The Trust is
required to make adequate provision to satisfy its known and
unknown liabilities, which may involve difficult valuation decisions that could
substantially delay or limit the Trust’s ability to make future
distributions to shareholders.
 
 The Plan
of Dissolution gives sole authority to the Managing Shareholder to conduct the
Trust’s dissolution, liquidation and termination without additional shareholder
approval. As of the date of this filing, the Trust has not been
liquidated as it is in process of selling the remaining investments of the
Trust.The Managing
Shareholder may, in its sole determination, establish one or more liquidating
trusts in connection with the termination of the Trust.
  1
 Table of Contents
  The Trust
initiated its private placement offering in April 1996, selling whole and
fractional shares of beneficial interests of $100,000 per share. 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 after payment of
offering fees, commissions and investment fees, the Trust had approximately $76
million available for investments and operating expenses.
 
 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.
 
 RRP
performs (or arranges for the performance of) the operation and maintenance of
the projects invested in by the Trust and the management and administrative
services required for Trust operations. Among other services, RRP administers
the accounts, including tax and other financial information, and handles
relations with the shareholders. RRP also provides the Trust with office space,
equipment and facilities and other services necessary for its operation.
Effective upon the approval of the Plan of Dissolution, the Managing Shareholder
has sole authority to dissolve, liquidate and terminate the Trust.
  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, such 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.
  Projects
and Properties
  The
following table is a summary of the Trust’s investment portfolio as of December
31, 2008 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 
      Egypt3
                
                32 locations
                14.1%
                Leased
                1 –
      Power only
                  24 –
      Water only
                  7 –
      Water & power
                Block/slabMaine
      Hydro4
                
                14
      locations
                50%
                Owned
                Hydro-electric
                  generation
                Integral
      to river
                  damsUS
      Hydro5
                
                7
      locations
                29.2%
                Leased
      and
                  owned
                Hydro-electric
                  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
                All
      Egyptian sites are located on or near the Red
  Sea.
  4
                All
      sites are located in Maine.
  5
                Six
      US Hydro sites are located on the Eastern Seaboard of the United States
      and one in California.
 
 Ridgewood
Egypt
 
 In 1999,
the Trust and The Ridgewood Power Growth Fund (“Growth Fund”) jointly formed and
funded Ridgewood Near East Holdings LLC and its wholly-owned subsidiary, RW
Egyptian Holdings, LLC ( collectively, “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 controls and owns all contractual rights to the ownership of Ridgewood
Egypt for Infrastructure, LLC (Egypt) (“REFI”). In 2001, the
Ridgewood/Egypt Fund (“Egypt Fund”), an affiliate of Growth Fund and the
Trust, made contributions to NEH in exchange for a minority
interest.
  2
 Table of Contents
 
 In 2001,
NEH, through REFI, formed a wholly-owned subsidiary and also purchased a 28%
equity interest in Sinai For Environmental Services S.A.E. (“Sinai”), which owns
a 5,750 cubic meters (approximately 1.5 million gallons) per day water
desalinization plant in Egypt. In February 2002, REFI made an additional
investment to increase its ownership to 53% and gain control of Sinai. During
2006, REFI was granted an additional interest in Sinai in return for having
provided Sinai with certain machinery and equipment. In June 2008, REFI
purchased an additional interest in Sinai, bringing its total ownership to
75.9%. The Trust owns 14.1%, Growth Fund owns 68.1%, and Egypt Fund owns 17.8%
of NEH. The assets of REFI are located in Egypt.
 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 water by
pipeline. The facilities of REFI are modular and mobile and can be relocated to
accommodate shifts in demand. As of December 31, 2008, REFI, excluding Sinai,
owns one project that supplies only electricity, twenty four that
provide only potable water and six that provide both water and electricity
generation. The projects generally sell their output under contracts and other
arrangements at prevailing market rates. REFI, excluding Sinai, has the capacity
to make 32,900 cubic meters (approximately 8.5 million gallons) of
potable water per day and electricity generating capacity of approximately 24MW.
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.
 A portion
of the assets of Sinai are collateral for a Sinai bank term loan
facility.
 
 During
2008, NEH entered into a sale and purchase agreement to sell REFI. The sale did
not close and the sale and purchase agreement was terminated without
liability.
 
 Maine Hydro
 
 In August
1996, the Trust and Ridgewood Electric Power Trust IV (“Trust IV”) formed
Ridgewood Maine Hydro Partners, L.P. (“Maine Hydro”) for the purpose of
acquiring a portfolio of hydro-electric facilities from CHI Energy, Inc. The
Trust and Trust IV own equal interests in Maine Hydro. In December 1996, Maine
Hydro acquired 14 hydro-electric projects located in Maine from CHI Energy, Inc.
for $13.4 million. The projects acquired have a combined 11.3MW of electrical
generating capacity and are operated under contract by RPM on an at-cost
basis.
 
 The
majority of 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. One of the purchase agreements expired in 2007,
eleven expired at the end of 2008 and one each expires in 2014 and 2017. As the
contracts expire, the affected projects sell their output on the wholesale power
market.
 
 US
Hydro
 
 From
April 2000 through November 2002, the Trust and Growth Fund acquired seven
hydro-electric generating facilities with 15MW of generating capacity and notes
receivable from Synergics, Inc. Ridgewood US Hydro Corporation (“US Hydro”) has
since reached a settlement eliminating the notes receivable. The Trust owns
29.2% and Growth Fund owns 70.8% of US Hydro.
 
 As of
December 31, 2008, three projects sold their electric output to local utilities
pursuant to electric power sales contracts and four sold electric output at open
market prices. Of the three projects under a long-term contract, one expires in
July 2009, 2010 and 2014. Three
projects are located in Virginia, two are in New York and one are each
in California and Rhode Island. The projects are operated and maintained by
RPM, on an at-cost basis.
 
 Indeck
Maine
 
 In June
1997, the Trust and Trust IV purchased equal portions of a preferred membership
interest in Indeck Maine that owned two electric power generating stations
fueled by clean wood biomass at West Enfield and Jonesboro, both in Maine.
Indeck Energy Services Inc. (“IES”), an entity unaffiliated with the Trust,
owned the remaining membership interest in Indeck Maine and was the seller in
the June 1997 transaction.
 
 On August
22, 2008, Ridgewood Maine LLC (“Ridgewood Maine”), co-owned by the Trust and
Trust IV, and IES (together the “Sellers”) entered into a purchase and sale
agreement to sell 100% of the membership interests of Indeck Maine to Covanta
Energy Corporation (“Covanta”) for cash, subject to various closing conditions,
including approval of shareholders of the Trust and Trust IV. A summary of the
terms and conditions of the sale is provided in Current Reports on Form 8-K
filed with the SEC on August 25, 2008 and November 14, 2008.
  3
 Table of Contents
 
 Effective
November 12, 2008, as described in a Current Report on Form 8-K filed with the
SEC on November 14, 2008, Covanta, Ridgewood Maine, IES and affiliated entities
entered into various amendments, which among other things, reduced the overall
proceeds of the transaction to be received by the Sellers.
 
 On December 22, 2008, the Sellers
completed the sale and transferred 100% of the membership interests in Indeck
Maine to Covanta for an aggregate purchase price of $53.9 million which
includes estimated net working capital of $3.1 million as defined in the
purchase and sale agreement, as amended, less estimated retention and vacation
payments of $1.2 million relating to RPM staff based at the Indeck Maine
facilities. Immediately prior to the sale, Indeck Maine transferred to a
wholly-owned subsidiary of Trust IV specific accounts receivable, deposits and
rights to future cash flows. As these amounts are collected, 45% will be
distributed to IES and 27.5% will be distributed to the Trust.
 
 Under the
purchase and sale agreement, as amended, the estimated net working capital
proceeds amount was subject to revision based upon subsequent analysis by the
parties to the sale. In case there was an adjustment, $2.5 million of the sale
proceeds were placed in an account managed by the Managing Shareholder. The
actual amount of working capital was not significantly different than the
estimated amount and the $2.5 million was distributed to the Trust, Trust IV and
IES in March 2009.
 
 Ridgewood
UK
  In May
1999, Ridgewood UK, LLC (“RUK”) was formed as a New Jersey limited liability
company and was re-domiciled to Delaware in December 2002. Prior to February 22,
2007, RUK, through its subsidiary, CLPE Holding Limited (“CLP”), 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. The Trust owns 69.6% and Growth Fund owns 30.4% of
RUK.
  On
January 23, 2007, RUK entered into a sale agreement (the “Sale Agreement”) along
with Arbutus Energy Ltd. (Jersey) (“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, ROC III and ROC IV (the “Ridgewood ROCs”), each of which is a wholly-owned
subsidiary of a corresponding Ridgewood Renewable PowerBank Fund (the “PowerBank
Funds”), as sellers (collectively, the “Sellers”), with MEIF LG Energy Limited
(the “Buyer”), as the purchaser.
 
 On
February 22, 2007, RUK completed the sale of all of the issued and outstanding
shares of CLP (the “Shares”) to the Buyer. Under the Sale Agreement, the
Buyer acquired (i) 100% of Shares from RUK and Arbutus, and (ii) substantially
all of the assets of the PowerBank Funds. The assets and the Shares
constitute all the landfill gas business located in the United Kingdom of the
Trust, Growth Fund and the PowerBank Funds.
 
 Project
Raw Materials
 
 The
Trust’s investments 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 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 processes 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 many 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 generates 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 hydro-electric projects are all located on, and are integral parts of,
dams on the 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 hydro-electric projects are associated with dams used to
create reservoirs that store water, which tends to make production from the
generating facility more level. The projects do not make payments for throughput
water.
  4
 Table of Contents
 
 Competition
 
 The Egypt
projects are primarily in the market for providing potable water to hotel resort
developments, which is 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, a supplier is very difficult for a competitor to
dislodge.
 
 The
majority of the power generated from hydro-electric projects is sold pursuant to
long-term contracts, and as a result, these facilities do not face competition
in the sale of their finished product. Beginning in 2009, a majority of the
power generated by the hydro-electric projects is sold at prevailing market
prices.
 
 Seasonality/Weather
Effects
  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 hydro-electric 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
hydro-electric projects, output can vary widely from year-to-year based on
amounts of rain and snowfall.
 
 Government
Incentives and Regulation
  Projects
of the Trust have been subject to energy and environmental laws and regulations
at the federal, state and local levels in connection with development,
ownership, operation, geographical location, zoning and land use of a project
and emissions and other substances produced by a project. These energy and
environmental laws and regulations generally require that a wide variety of
permits and other approvals be obtained before the commencement of construction
or operation of an energy-producing facility and that the facility then operates
in compliance with such permits and approvals.
 
 At the
inception of the NEH business, there was little development 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.
  All of
the Trust’s projects, except NEH, operate under Qualifying Facility
Certifications issued by the Federal Energy Regulatory Commission. 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.
 
 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 and political risk insurance, which the Trust believes to be
appropriate.
 
 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.
  5
 Table of Contents
  ITEM 1A. RISK
FACTORS
  In
addition to the other information set forth elsewhere in this report, you should
carefully consider the factors discussed below. This discussion excludes factors
relating to the operation of Indeck Maine as this investment has been sold prior
to the date of this filing.
 
 RISKS INHERENT IN THE BUSINESSES OF
THE TRUST
 
 The
Trust cannot assure the exact amount or timing of any liquidation distributions
under the Plan of Dissolution.
 
 The
liquidation and dissolution process is subject to numerous uncertainties
and may not result in timely distributions
to shareholders. The precise nature, amount and timing
of liquidation distributions to shareholders will depend on and could be
delayed by, among other things, sale of the Trust's investments, settlement of
litigation and unexpected or greater than expected expenses. Furthermore,
notwithstanding the approval of the Plan of Dissolution,
the Managing Shareholders on behalf of the Trust, may modify, amend or
abandon the Plan of Dissolution without further action by
the shareholders.
 
 The
Trust will continue to incur liabilities and expenses that could materially
reduce the amount available for liquidation distributions to its
shareholders.
 
 Liabilities
and expenses from operations such as operating costs, payroll, legal and
accounting fees will continue to be incurred as the Trust's operations wind
down. These expenses could be significant and may reduce the amount of assets
available for future distributions.
 
 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 global 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, global 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
recent global economic crisis is expected to have an impact on discretionary
spending on tourism. The length and depth of this crisis could have a
significant impact on REFI’s operating results.
 
 The
Trust’s hydro-electric business can be affected by adverse weather
conditions.
  The
Trust’s hydro-electric 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 a significant investment in Egypt and as a result, the Trust is subject to
certain foreign-related risks, 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 business may be
successful when measured in its local currency. Also, fluctuations in foreign
currencies could reduce the value of or the ability of the Trust to make
distributions to its shareholders.
  The
Trust relies on key Egyptian-based personnel for day-to-day operations of
its foreign business. If the Trust loses the services of these
employees, it could have an adverse impact on the business of the
Trust.
 
 The Trust
is dependent on locally-based employees for its foreign operations. The
departure of these employees would have a detrimental impact on the business
until such time they are replaced.
  6
 Table of Contents
 
 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 project of the Trust
from its 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 project.
 
 The
operations of the Trust have limited capital and have limited access to new
capital.
  The
Trust’s investments, but not the Trust itself, have in the past utilized debt
financing. Debt financing could increase the variability of results and
increases the financial risk of the Trust. In such cases, the rights of the
Trust to the cash flow of the projects would typically be subordinated to the
obligations of the projects under the debt facilities, which could limit the
Trust’s ability to receive cash distributions from its investments.
  The
Trust may experience delays and cost overruns in the development of new
projects.
  As an
integral part of its Egyptian businesses, 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 projects and the Trust
would be adversely affected. The Trust may also experience difficulty in hiring
qualified operating personnel.
  The
primary equipment of the Trust includes reverse osmosis water purification
equipment and hydro-electric 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 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.
  Regulatory
changes, such as the ability of the Egyptian projects to discharge the reject
water that is a byproduct of the purification process and provision for fish
passage in hydro-electric projects could impact the operations of the Trust’s
projects. Such changes could increase their costs or prevent them from
operating.
  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 these 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 is, and may in the future become, involved in litigation that may be
resolved unfavorably.
  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, any such claims or proceedings, or any claim or proceeding
discussed herein under Item 3. “Legal Proceedings”, may be disposed of
unfavorably to the Trust. An unfavorable ruling could include money damages or
injunctive relief and could result in a material adverse impact on the Trust's
business or financial condition. Generally, for accounting purposes, the Trust's
results of operations would be impacted for the period in which the matter is
ultimately resolved unfavorably to the Trust or an unfavorable outcome becomes
probable and reasonably estimable. 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.
  RISKS
RELATED TO THE NATURE OF THE TRUST’S SHARES
  The
Trust’s shares have significant 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.
  7
 Table of Contents
 
 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. 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, subject to shareholder approvals as detailed in the Declaration of
Trust, 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 have been delayed to repay the principal and interest on project
or Trust borrowings, if any, or to fund other costs. The Trust’s taxable
income will be taxable to the shareholders in the year earned, even if cash is
not distributed.
  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.
  8
 Table of Contents
 
 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 when it was established, 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 returns.
  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.
  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 several affiliated entities,
Paul Bergeron, on behalf of himself and as Trustee for the Paul Bergeron Trust
(the “Plaintiff”), filed a Complaint in the Federal District Court in
Massachusetts, Paul
Bergeron v. Ridgewood Securities Corporation,et
al.
(“Bergeron I”).  The action was brought against, among others, the
Managing Shareholder and persons who are or were officers of the Managing
Shareholder alleging violations of the Massachusetts Securities Act, as well as
breach of fiduciary duty, fraud, breach of contract, negligent misrepresentation
and unjust enrichment, all related to a set of alleged facts and allegations
regarding the sale of securities of the Trust and affiliated
trusts managed by the Managing Shareholder or affiliates of the Managing
Shareholder which were sold in private offerings and the operation of the Trust
and affiliated trusts subsequent to the sale. The Plaintiff is seeking
damages of $900,000 plus interest and attorney fees. Neither the Trust nor
trusts are party to this litigation. Discovery has been completed and in March
2009 a pending Motion for Summary Judgment filed by the Defendants was granted
on breach of fiduciary duty claims and partially granted on contract claims, but
otherwise denied, and a trial date of June 15, 2009 was set.
  9
 Table of Contents
  On March
20, 2007, the Plaintiff in Bergeron I commenced a derivative action, in Suffolk
County Superior Court, Commonwealth of Massachusetts, Paul Bergeron v. Ridgewood
Electric Power Trust V,et
al.
(“Bergeron II”).  The Plaintiff joined the Trust and affiliated
entities, including the Managing Shareholder and a person who is an officer of
the Managing Shareholder, alleging that the allocation of the proceeds from the
sale of certain assets of the Trust and affiliated entities to an unaffiliated
entity was unfair and sought an injunction prohibiting the distribution to
shareholders of such proceeds.  The Superior Court denied the request by
the Plaintiff for an injunction. On February 29, 2008, the Plaintiff filed an
amended complaint in Bergeron II adding two additional investors, one in the
Trust and one in Growth Fund, as additional plaintiffs. Discovery is ongoing and
no trial date has been set.
 
 All
defendants in Bergeron I and Bergeron II deny the allegations and intend to
defend both actions vigorously.
 
 On
August 16, 2006, the Trust and several affiliated entities, including the
Managing Shareholder, filed lawsuits against the former independent
registered public accounting firm for the Trust and several affiliated entities,
Perelson Weiner LLP (“Perelson Weiner”), in New Jersey Superior Court. The suit
alleged professional malpractice and breach of contract in connection with audit
and accounting services performed for the Trust and other plaintiffs by Perelson
Weiner. On October 20, 2006, Perelson Weiner filed a counterclaim against
the Trust and other plaintiffs alleging breach of contract due to unpaid
invoices with a combined total of approximately $1.2 million. Discovery is
ongoing and no trial date has been set. The costs and expenses of this
litigation, including adverse judgments, if any, are being paid for by the
Managing Shareholder and affiliated management companies and not the underlying
investment funds.
 
 ITEM 4.  SUBMISSION
OF MATTERS TO A VOTE OF SECURITY HOLDERS
  During
the fourth quarter of 2008, consents for the sale of 100% of the membership
interests of Indeck Maine and the allocation of related proceeds were solicited
pursuant to Section 14(a) of the Exchange Act. On or about December 2, 2008, a
definitive consent statement and a supplement to consent statement were filed
with the SEC and subsequently mailed to the shareholders of the Trust soliciting
the consent of the shareholders of the Trust to approve the sale of Indeck Maine
and the allocation of proceeds relating to the sale in lieu of holding a special
meeting of shareholders. See Part I, Item 1. “Business” for details of the
Indeck Maine sale.
 
 There
were 932.8877 Investor Shares outstanding as of December 2, 2008, the record
date of the consent solicitation. The consent solicitation closed on December
19, 2008 and the consents were tabulated on at that time. The results of the
consent solicitation were as follows:
 
 Approve:
                    Not
      Approve:
                    Abstain:
                  703.07035
      shares
                    226.51735
      shares (includes no response regarding 215.09635 shares)
                    3.3
      shares
 
 During
the third quarter ended September 30, 2008, a consent solicitation for the sale
of NEH assets was submitted pursuant to Section 14(a) of the Exchange Act. The
results of such solicitation are incorporated by reference to Part II, Item 4 of
the Registrant’s Quarterly Report on Form 10-Q filed with the SEC on November
14, 2008.
 
 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
March 31, 2009, there were 1,813 holders of Investor Shares.
 
 10
 Table of Contents
  Dividends
 
 Trust
distributions for the years ended December 31, 2008 and 2007 were as
follows (in thousands, except per share data):
  2008
                    
                    
                    2007Distributions
      to Investors
                    
                    $
                    2,293
                    
                    
                    $
                    29,092Distributions
      per Investor Share
                    
                    
                    2,458
                    
                    
                    
                    31,185Distributions
      to Managing Shareholder
                    
                    
                    9
                    
                    
                    
                    5
 
 The Trust
is required to make adequate provision to satisfy its known
and unknown liabilities, which may involve difficult valuation decisions that
could substantially delay or limit the Trust’s ability to make future
liquidation distributions to shareholders.
 
 ITEM 6.  SELECTED
FINANCIAL DATA
  Not
required.
  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 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.
  Historically,
the Trust focused primarily on small scale projects fueled by renewable
sources of fuel and on water treatment facilities in remote locations serving
hotel resort developments. These projects allowed 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, 2008, the projects in
which the Trust had investments were located in the United States and
Egypt. As of that date, the Trust had investments in hydro-electric
generating projects in the US with total capacity of 26.3MW and in
projects in Egypt with the capacity to produce approximately 38,650 cubic
meters (approximately 10 million gallons) of potable water per day and
electricity generating capacity of approximately 24MW.
 The
Trust’s accompanying consolidated financial statements include the accounts of
the Trust and its majority-owned subsidiary. The Trust’s consolidated financial
statements also include the Trust’s 29.2% interest in US Hydro, 14.1% interest
in NEH and 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 previously owned a 25% interest in
Indeck Maine, which was sold in December 2008. Also, the Trust previously owned
a 69.6% interest in landfill gas-fired electric projects located in the United
Kingdom, which were sold in February 2007.
 
 The Trust
owns a 69.6% interest in RUK and the remaining 30.4% minority interest is owned
by Growth Fund. The interests of 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. The Trust has
presented the results of operations of CLP as discontinued operations in the
accompanying consolidated statement of operations of this Form 10-K.
  On or
about December 2, 2008, the Managing Shareholder, on behalf of the Trust,
solicited the approval of the holders of its Investor Shares for the sale of
100% of the interests of Indeck Maine and the allocation of related proceeds.
The shareholders approved the sale and on December 22, 2008, Indeck Maine was
sold and the Trust’s Plan of Dissolution became effective.
 
 Under the
Plan of Dissolution, the business of the Trust has shifted, and has become
limited to the sale or disposition of the remaining investments of the Trust,
disposal of its remaining assets and resolution of its remaining liabilities.
Upon the completion of these activities, if successful, the Managing Shareholder
expects to distribute any remaining cash to the Trust’s shareholders and then
proceed to terminate the Trust and its reporting obligations under the Exchange
Act. The Plan of Dissolution gives sole authority to the Managing Shareholder to
conduct the Trust’s dissolution, liquidation and termination without additional
shareholder approval. As of the date of this filing, the Trust has not been
liquidated as it is in the process of selling the remaining investments of the
Trust.
  11
 Table of Contents
 
 Liquidation
Basis of Accounting
 
 The
consolidated financial statements for the period from January 1, 2008 to
December 22, 2008, and for the year ended December 31, 2007, were prepared on
the going concern basis of accounting, which contemplates realization of assets
and satisfaction of liabilities in the normal course of business. Upon the
effectiveness of the Trust’s Plan of Dissolution, the Trust adopted the
liquidation basis of accounting. This basis of accounting is considered
appropriate when, among other things, liquidation of the Trust is probable.
Under this basis of accounting, assets are valued at their net realizable values
and liabilities are valued at their estimated settlement amounts. However, the
Trust is not able to reasonably estimate the net realizable value of its
investments in NEH, Maine Hydro and US Hydro. As a result, these investment
assets will continue to be accounted for using the going concern basis of
accounting. The valuation of assets and liabilities requires management to make
significant estimates and assumptions.
 
 Upon
conversion to the liquidation basis of accounting, the Trust accrued known
estimated values of assets expected to be received and known estimated costs to
be incurred in liquidation. The Trust will continue to incur operating costs and
receive income from its investments and cash and cash equivalents. On an ongoing
basis, the Trust evaluates the estimates and assumptions that can have a
significant impact on the Trust’s reported net assets in liquidation. Actual
costs and income may differ materially and adversely from these estimates. If
there are delays in liquidating the Trust, actual costs incurred during the
liquidation process may increase, reducing net assets available in liquidation.
At December 22, 2008, shareholders’ equity, measured on a going concern basis,
totaled approximately $24,433,000. Net assets at December 31, 2008, measured on
a liquidation basis, totaled approximately $21,616,000. Changes during the
period from December 23, 2008 to December 31, 2008 were as follows (in
thousands):
 
 Decrease
      in cash and cash equivalents
                        
                        $
                        (86
                        )Capital
      contribution due from Managing Shareholder
                        
                        
                        33RPS
      Attributes produced, but not sold
                        
                        
                        466Investment
      loss in unconsolidated entities1
                        
                        
                        (7
                        )Estimated
      management fees to be incurred during liquidation2
                        
                        
                        (2,332
                        )Other
      estimated liquidation costs3
                        
                        
                        (977
                        )Other
      changes in working capital components
                        
                        
                        86$
                        (2,817
                        )
 
 1 This
includes the net of the Trust’s share of equity income (loss) for NEH, Maine
Hydro and US Hydro.
 2
Management fees represent the 2009 obligation to pay the Managing Shareholder
for the services it provides to the Trust.
 3 This
includes legal, accounting and other professional fees expected to be incurred
related to the wind down activities of the Trust.
 
 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 (“GAAP”). 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, revenues and expenses including
the disclosure of contingent assets and liabilities, as well as the reported
amounts of changes in net assets. The estimates also affect the reported
estimated value of net realizable assets and settlement of liabilities. 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.
 
 Results
of Operations
 
 Results
of operations discussed below compares the results of the period from January 1,
2008 to December 22, 2008 to the year ended December 31, 2007.
 
 General
and administrative expenses of $1.3 million in 2008 were comparable to 2007
expenses. General and administrative expenses decreased slightly due to lower
professional fees in 2008 compared to 2007, offset by increased insurance
expense in 2008, related to Indeck Maine.
 
 The
management fee due to the Managing Shareholder was $2.3 million for both 2008
and 2007. The management fee to the Managing Shareholder is for certain
management, administrative and advisory services, office space and other
facilities provided to the Trust.
  12
 Table of Contents
 
 In 2008,
the Trust recorded equity income of $0.2 million from its investment in Maine
Hydro compared to equity income of $0.3 million in 2007. The decrease in equity
income of $0.1 million was primarily due to an impairment charge recorded in
2008, partially offset by increased gross profit due to higher levels of
precipitation in 2008.
 
 In 2008,
the Trust recorded an equity loss of $0.5 million from its investment in Indeck
Maine compared to equity income of $0.9 million for 2007. The decrease in equity
income of $1.4 million was primarily attributable to an increase in
fuel expenses and maintenance costs.
 
 During
the fourth quarter of 2008, Indeck Maine completed the sale and transfer of 100%
of the membership interests in Indeck Maine to Covanta. As a result of this
transaction, the Trust recorded a $7.2 million gain on sale of Indeck Maine. See
Item 1. “Business” for further discussion of the sale.
 
 Interest
income decreased by $0.3 million, from $0.8 million in 2007 to $0.5 million in
2008. This decrease was due to higher average cash and cash equivalent balances
in 2007 due to the proceeds from the sale of CLP.
 
 During
the first quarter of 2007, RUK completed the sale of all of the issued and
outstanding shares of CLP to MEIF LG Energy Limited. The operating results of
RUK, including CLP prior to the sale, have been classified as discontinued
operations for all periods presented. Income from discontinued operations of
$38.5 million includes income from operations of RUK and gain on disposal, net
of income tax and minority interest. See Item 1. “Business” for further
discussion of the Sale.
 
 Liquidity
and Capital Resources
 
 At
December 31, 2008, the Trust had cash and cash equivalents of $14.7 million
compared to $6.9 million at December 31, 2007, an increase of $7.8 million. This
increase in cash was primarily due to $14 million in proceeds from the disposal
of Indeck Maine.
  In 2008,
the Trust’s operating activities used cash of $3.9 million compared to cash
provided of $6.1 million in 2007. This decrease in cash used by operating
activities of $10 million was primarily due to the gain on disposal of CLP, net
of minority interest, recorded in 2007 and an increase in deposits to the power
marketer in 2008.
 
 In 2008,
the Trust’s investing activities provided cash of $14.1 million, which
represents proceeds received from the sale of Indeck Maine. In 2007, the Trust’s
investing activities provided cash of $68 million, which represents proceeds
received from the sale of CLP, partially offset by $0.3 million in capital
expenditures.
 
 In 2008,
the Trust used cash of $2.3 million in financing activities for distributions to
shareholders. In 2007, the Trust used $67.2 million of cash in financing
activities, including $19.3 million used for long-term debt repayments, $44.8
million of cash distributions to shareholders and minority interest, $2.3
million for repayments of the line of credit and $0.8 million used for capital
lease obligations.
  For the period from
December 23, 2008 to December 31, 2008, the Trust used $0.1 million in cash and
cash equivalents, primarily to pay recorded accounts payable.
  Future
Liquidity and Capital Resource Requirements
  The Trust distributed$11.6million to the holders of
its Investor Shares in January 2009.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. The Trust intends to distribute excess
cash to its shareholders after liquidating its assets and satisfying its
liabilities.
 
 Pursuant
to the various agreements relating to the sale of the interest in Indeck
Maine, the sellers are expected to receive additional amounts
estimated at December 31, 2008 to be $10.5 million. This includes approximately
$4.6 million of certain accounts receivable resulting from the sale of Renewable
Portfolio Standards Attributes (“RPS Attributes”) produced by Indeck Maine
facilities that have been delivered and not fully paid for as of closing of the
sale of its interests in Indeck Maine to Covanta, as well as produced but unsold
RPS Attributes that are associated with electricity produced by Indeck Maine’s
projects prior to closing, $4.6 million of a security deposit with the power
marketer and $1.3 million reserved for amounts that may be due back to Covanta
that result from the net working capital true-up. Of this $10.5 million, $8
million was collected through March 31, 2009.
 
 Off-Balance
Sheet Arrangements
  None.
 
 Contractual
Obligations and Commitments
 
 The Trust
will continue to incur expenses through the liquidation process. Presented above
is the initial estimate of these expenses at December 31, 2008. The Trust will
continue to evaluate the estimates and assumptions that can have a significant
impact during liquidation.
 
 13
 Table of Contents
  ITEM 7A. QUANTITATIVE AND
QUALITATIVE DISCLOSURES ABOUT MARKET RISK
  Not
required.
  ITEM 8.  FINANCIAL
STATEMENTS 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.  CHANGES IN
AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL
DISCLOSURE
  None.
  ITEM 9A.  CONTROLS
AND PROCEDURES
  Evaluation
of Disclosure Controls and Procedures
  In
accordance with Rule 13a-15(b) of the Exchange Act, the Trust’s Chief Executive
Officer and Chief Financial Officer have evaluated the effectiveness of the
Trust’s disclosure controls and procedures, as defined in Exchange Act Rule
13a-15(e). Based on this evaluation, the Trust’s Chief Executive Officer and
Chief Financial Officer concluded that the Trust’s disclosure controls and
procedures were effective as of the end of the period covered by this report to
ensure that information required to be disclosed by a registrant in reports
filed pursuant to Exchange Act are recorded, processed, summarized and reported
within the time periods specified in the SEC rules and forms and that
information required to be disclosed by a registrant is accumulated and
communicated to senior management so as to allow timely decisions regarding
required disclosure.
 
 Management’s
Report on Internal Control over Financial Reporting
 
 The
Trust’s management is responsible for establishing and maintaining adequate
internal control over financial reporting. The Trust’s internal control over
financial reporting is designed to provide reasonable assurance regarding the
reliability of financial reporting and the preparation of financial statements
for external purposes in accordance with GAAP.
 
 Because
of its inherent limitations, internal control over financial reporting may not
prevent or detect misstatements. Also, projections of any evaluation of
effectiveness to future periods are subject to the risk that controls may become
inadequate because of changes in conditions, or that the degree of compliance
with the policies or procedures may deteriorate.
 
 Management
of the Trust, including its Chief Executive Officer and Chief Financial Officer,
assessed the effectiveness of the Trust’s internal control over financial
reporting as of December 31, 2008.  In making this assessment,
management of the Trust used the criteria set forth by the Committee of
Sponsoring Organizations of the Treadway Commission (“COSO”) in Internal
Control — Integrated Framework.  Based on this evaluation,
the Trust’s management concluded that as of December 31, 2008, the Trust’s
internal controls over financial reporting were effective.
 
 This
Annual Report on Form 10-K does not include an attestation report of the Trust’s
registered public accounting firm regarding internal control over financial
reporting.  Management’s report was not subject to attestation by the
Trust’s registered public accounting firm pursuant to temporary rules of the SEC
that permit the Trust to provide only management’s report in this Annual
Report.
  Changes
in Internal Control over Financial Reporting
 
 The
Trust’s Chief Executive Officer and Chief Financial Officer have concluded that
there was no change in the Trust's internal control over financial reporting (as
such term is defined in Rule 13a-15(f) under the Exchange Act) that occurred
during the fiscal quarter ended December 31, 2008 that has materially affected,
or is reasonably likely to materially affect, the Trust’s internal control over
financial reporting.
 
 ITEM 9B.  OTHER
INFORMATION
  None.
  14
 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, 61President
      and Chief Executive Officer
                            2004Robert
      E. Swanson, 62Chairman
                            1997Jeffrey
      H. Strasberg, 51Executive
      Vice President and Chief Financial Officer
                            2007Daniel
      V. Gulino, 48Senior
      Vice President, General Counsel and Secretary
                            2000
 
 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, the Managing Shareholder
and affiliated Ridgewood Power trusts and limited liability companies since
January 2006 and served as Chief Operating Officer of the Trust, the Managing
Shareholder and affiliated Ridgewood Power trusts and limited liability
companies from January 2004 until January 2006. 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 the Trust. 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 Ridgewood
Power trusts and limited liability companies 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 and Chief Financial Officer of the Trust, the
Managing Shareholder and Ridgewood Power trusts and limited liability companies
since May 2007. Mr. Strasberg also serves as Senior Vice President and
Chief Financial Officer of Ridgewood Capital and affiliated limited liability
companies 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.
  Daniel V. Gulino has served as
Senior Vice President and General Counsel of the Trust, the Managing Shareholder
and Ridgewood Power trusts and limited liability companies 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 Ridgewood Power trusts and limited liability companies
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.
  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
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 not to have a
nominating or compensation committee.
  15
 Table of Contents
  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. 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.
  Section
16(a) Beneficial Ownership Reporting Compliance
  Section
16(a) of the Exchange Act 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. During the past fiscal year, all filings required to be made by
members of management or others pursuant to Section 16(a) of the Exchange Act
have been duly 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.  EXECUTIVE
COMPENSATION
  During
2008, the executive officers of the Trust did 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.
  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.
  As part of the sale of variousassets of the Trust,
affiliated trusts and assets of the Managing Shareholder, the Managing Shareholder has adopted the
Senior Executive Bonus Plan(“Plan”), which provides for incentive payments
to the participants in the Plan. Any payments made pursuant to this Plan will be
borne entirely by the Managing Shareholder and not by any of thetrustsmanaged by the Managing
Shareholder. Pursuant to
the Plan:
 ·
                        Once
      a relevant trust reaches payout, three officers of the Managing
      Shareholder, including Randall D. Holmes, President and Chief Executive
      Officer of the Trust and the Managing Shareholder will receive, in the
      aggregate, depending on the trust, 25% to 30% (25% in regards to the
      Trust) of any payments received by the Managing Shareholder from the
      various trusts it manages resulting from the sale of assets by the
      trusts.
 
 ·
                        Participants
      in the Plan will receive bonus payments in the aggregate at the rate of
      30% of any payment received by the Managing Shareholder for sales of
      assets owned by it and not a
trust.
 
 ·
                        The
      Managing Shareholder will generally fund the Plan, as it receives any
      payments from a trust from the sale of its assets once that trust reaches
      payout.
 16
 Table of Contents
 To be
included under the plan, a sale must be consummated pursuant to a contract
executed and delivered on or prior to June 30, 2009. As of the date of this
filing, no payment has been made pursuant to this Plan.
 
 Under the
Plan, the three officers have also agreed to be employed by any purchasers of
assets from the trusts as requested by the Managing Shareholder, for up to one
year. To the extent that the compensation received by any of them from any such
purchase is less than the base salary that officer currently receives from the
Managing Shareholder, the Managing Shareholder has agreed to pay to that officer
75% of the difference, if any, for one year, even if such officer leaves the
employ of the purchaser prior to the end of such one year period, except in the
event of death or disability.
 
 ITEM 12. SECURITY OWNERSHIP
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 March 31, 2009 (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 932.8877 Investor Shares outstanding at March 31, 2009.
Other than as set forth below, no officer of the Trust 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 in 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 Management Agreement, 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, which was approximately $2,332,000 for the years ended
December 31, 2008 and 2007, as compensation for the services the Managing
Shareholder provides to the Trust. 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
years ended December 31, 2008 and 2007, the Trust made management fee payments
to the Managing Shareholder of approximately $2,332,000 and
$1,166,000, respectively. In the fourth quarter of 2007, the Managing
Shareholder forgave approximately $1,180,000 of unpaid management fees and
related interest and also waived its right to reimbursement of
approximately $1,386,000 relating to professional fees of the Trust. Any
waivers, or forgiveness, by the Managing Shareholder are recorded by the Trust
as a deemed capital contribution. 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 offsets the allocation of the recorded expense.
 
 Under the
Operating Agreement with the Trust, RPM 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, 2008 and 2007, RPM
charged the projects approximately $1,937,000 and $1,968,000, respectively, for
overhead items allocated in proportion to the amount invested in projects
managed. In addition, for the years ended December 31, 2008 and 2007, RPM
charged the projects approximately $2,117,000 and $1,352,000, respectively, for
direct expenses incurred. These charges may not be indicative of costs incurred
if the projects were not operated by RPM.
  17
 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
for the years ended December 31, 2008 and 2007 were approximately $9,000 and
$5,000, respectively. 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.
 
 In
accordance with the  Declaration of Trust, upon or prior to the first
distribution by the Trust in liquidation, the Managing Shareholder is
required to contribute to the capital of the Trust an amount equal to any
deficit in the tax basis capital account of the Managing Shareholder calculated
just prior to the date of such distribution. As of December 31, 2008, the
last date such calculation was made, the Managing Shareholder would have been
required to contribute approximately $33,000 to the Trust prior to the
Trust making any liquidating distributions.
 
 As
discussed in Item 1. “Business” under the heading “Projects and Properties -
Ridgewood
UK”, on January 23, 2007, RUK, which is owned 69.6% by the Trust and
30.4% 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 (the “CLP Sale”).  The Managing Shareholder was not a party to the
Sale Agreement but received certain payments as a result of the CLP Sale and as
a result of its service as the Managing Shareholder of each of the Ridgewood
ROCs and each of the PowerBank Funds.
 
 The CLP
Sale was completed on February 22, 2007.  The total dollar amount
attributable to the Managing Shareholder as a result of the CLP Sale was
approximately $37 million, all of which was paid out of the proceeds of the CLP
Sale allocable to the PowerBank Funds.  The Managing Shareholder did
not receive any payments from the Trust or Growth Fund as a result of the CLP
Sale.
 
 As a
result of the CLP 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 CLP 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 Funds, (ii) Arbutus and (iii) the
Buyer.  The Directors, Managing Shareholder and Managing Member (as
appropriate) of the Sellers received and relied in part on 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 CLP Sale, (i)
such CLP 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 in the CLP Sale
was fair to the shareholders of CLP from a financial point of view (without
giving effect to any impacts of the CLP 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 CLP Sale was fair to the members of such Ridgewood ROC
from a financial point of view (without giving effect to any impacts of the CLP
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 CLP Sale by each of the Sellers and the Managing
Shareholder, and the respective shareholders of the PowerBank Funds, the Trust,
Growth Fund and Arbutus.
  18
 Table of Contents
  ITEM 14.  PRINCIPAL ACCOUNTING 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, 2008 and 2007 (in
thousands).
 
 2008
                      
                      2007Audit
      fees
                      
                      $
                      337
                      
                      
                      $
                      392Tax
      fees1
                      
                      
                      56
                      
                      
                      
                      80Total
                      
                      $
                      393
                      
                      
                      $
                      472
 
 1
              Tax
      fees consisted principally of tax compliance, planning and advisory
      services as well as tax examination
services.
 
 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.
    19
 Table of Contents
 
 PART
IV
  ITEM 15.  EXHIBITS
AND FINANCIAL STATEMENT SCHEDULES
  (a)         Financial
Statements
  See the
Index to Consolidated Financial Statements on page F-1 of this
report.
 
 (b)           Exhibits
 
 Exhibits
required by Section 601 of Regulation S-K:
 Exhibit
      No.
                                                                  
                                                                  Description2.1
                                                                  
                                                                  Plan
      of Liquidation and Dissolution of Ridgewood Electric Power Trust V
      (incorporated by reference to Annex A to the Definitive Schedule 14A
      filed by the Registrant with the SEC on December 2,
  2008)2.2
                                                                  
                                                                  Purchase
      and Sale Agreement, dated August 19, 2008, by and among Ridgewood
      Maine, L.L.C., Indeck Energy Services, Inc., Covanta Energy Corporation,
      and for certain limited purposes, Indeck Maine Energy, LLC (incorporated
      by reference to Exhibit 2.1 to the Current Report on Form 8-K filed by the
      Registrant with the SEC on August 25, 2008)2.3
                                                                  
                                                                  Amendment
      No. 1 to the Purchase and Sale Agreement, dated November 11, 2008, by
      and among Ridgewood Maine, L.L.C., Indeck Energy Services, Inc., Covanta
      Energy Corporation, and for certain limited purposes Indeck Maine Energy,
      LLC (incorporated by reference to Exhibit 2.1 to the Current Report on
      Form 8-K filed by the Registrant with the SEC on November 14,
      2008)2.4
                                                                  
                                                                  Sale
      and Purchase Agreement, dated June 5, 2008, as amended, by and among
      Ridgewood Near East Holdings LLC, RW Egyptian Holdings LLC, Horus Private
      Equity Fund III, LP, Mariridge for Infrastructure Projects, Mr. Zaki
      Girges and Ridgewood Egypt for Infrastructure LLC (incorporated by
      reference to Annex A to the Definitive Schedule 14A filed by the
      Registrant with the SEC on September 19, 2008)2.5
                                                                  
                                                                  Escrow
      Agreement, dated June 5, 2008, as amended, by and among Ridgewood Near
      East Holdings, LLC, RW Egyptian Holdings, LLC, Horus Private Equity Fund
      III LP, Mariridge for Infrastructure Projects, Ridgewood Egypt for
      Infrastructure LLC and HSBC Egypt (incorporated by reference to Annex B to
      the Definitive Schedule 14A filed by the Registrant with the SEC on
      September 19, 2008)2.6
                                                                  
                                                                  Inter-Fund
      Agreement, dated June 5, 2008, by and between Ridgewood Renewable Power
      LLC, The Ridgewood Power Growth Fund, Ridgewood Electric Power Trust V and
      Ridgewood/Egypt Fund (incorporated by reference to Annex C to the
      Definitive Schedule 14A filed by the Registrant with the SEC on September
      19, 2008)2.7
                                                                  
                                                                  Amendment to
      the Sale and Purchase Agreement, dated September 9, 2008, as amended, by
      and among Ridgewood Near East Holdings LLC, RW Egyptian Holdings, LLC,
      Horus Private Equity Fund III, LP, Mariridge for Infrastructure
      Projects, Mr. Zaki Girges and Ridgewood Egypt for Infrastructure LLC
      (incorporated by reference to Exhibit 2.3 to the Quarterly Report on
      Form 10-Q filed by the Registrant with the SEC on November 14,
      2008)2.8
                                                                  
                                                                  Assignment
      and Amendment Agreement, dated September 30, 2008, by and among Ridgewood
      Near East Holdings LLC, RW Egyptian Holdings LLC, Horus Private Equity
      Fund III, LP, Mariridge for Infrastructure Projects, Mr. Zaki Girges,
      Ridgewood Egypt for Infrastructure LLC, EFG-Hermes for Water Desalination,
      SAE and EFG Hermes Holding Co., SAE (incorporated by reference to Annex 1
      to the Definitive Schedule 14A filed by the Registrant with the SEC on
      October 10, 2008)2.9
                                                                  
                                                                  Amendment to
      the Escrow Agreement, dated September 9, 2008, as amended, by and
      among Ridgewood Near East Holdings LLC, RW Egyptian Holdings, LLC, Horus
      Private Equity Fund III LP, Mariridge for Infrastructure Projects,
      HSBC Egypt, and Ridgewood Egypt for Infrastructure LLC (incorporated by
      reference to Exhibit 2.5 to the Quarterly Report on Form 10-Q filed
      by the Registrant with the SEC on November 14,
  2008)
 
 20
 Table of Contents
  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)
                                                                                  Second
      Amendment to the 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)
                                                                                  Third
      Amendment to the 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)
                                                                                  First
      Amendment to the Declaration of Trust of the Registrant (incorporated by
      reference to the Registrant’s Definitive Schedule 14A 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 for the year
      ended December 31, 2005 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)10.2
                                                                                  #
                                                                                  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
                                                                                  
                                                                                  Backup
      Certificate Agreement, dated August 19, 2008, by and among Indeck
      Maine Energy, LLC, Ridgewood Providence Power Partners, L.P., Ridgewood
      Rhode Island Generation, LLC, Linwood 0708 LLC, Rhode Island LFG Genco,
      LLC, and for certain limited purposes, Ridgewood Power Management LLC, and
      Covanta Energy Corporation (incorporated by reference to Exhibit 10.1 to
      the Current Report on Form 8-K filed by the Registrant with the SEC on
      August 25, 2008)10.4
                                                                                  
                                                                                  First
      Amendment to the Backup Certificate Agreement, dated November 11, 2008, by
      and among Indeck Maine Energy, LLC, Ridgewood Providence Power Partners,
      L.P., Ridgewood Rhode Island Generation, LLC, Linwood 0708 LLC, Rhode
      Island LFG Genco, LLC, and for certain limited purposes, Ridgewood Power
      Management LLC and Covanta Energy Corporation (incorporated by reference
      to Exhibit 10.1 to the Current Report on Form 8-K filed by the Registrant
      with the SEC on November 14, 2008)10.5
                                                                                  
                                                                                  Guaranty
      of Covanta Energy Corporation dated August 19, 2008 (incorporated by
      reference to Exhibit 10.2 to the Current Report on Form 8-K filed by the
      Registrant with the SEC on August 25, 2008)10.6
                                                                                  
                                                                                  First
      Amendment to the Guaranty of Covanta Energy Corporation, dated as of
      November 11, 2008 (incorporated by reference to Exhibit 10.2 to the
      Current Report on Form 8-K filed by the Registrant with the SEC on
      November 14, 2008)10.7
                                                                                  
                                                                                  Sellers
      Omnibus Agreement, dated August 19, 2008, by and among Ridgewood
      Maine, L.L.C., Indeck Energy Services, Inc., and for certain limited
      purposes Ridgewood Renewable Power LLC (incorporated by reference to
      Exhibit 10.3 to the Current Report on Form 8-K filed by the Registrant
      with the SEC on August 25, 2008)10.8
                                                                                  
                                                                                  First
      Amendment to the Sellers Omnibus Agreement, dated as of November 11, 2008,
      by and among Ridgewood Maine, LLC Indeck Energy Services, Inc. and,
      for certain limited purposes, Ridgewood Renewable Power LLC (incorporated
      by reference to Exhibit 10.3 to the Current Report on Form 8-K filed by
      the Registrant with the SEC on November 14,
  2008)
 21
 Table of Contents
  Exhibit
      No.
                                                                                                                                                    
                                                                                                                                                    Description10.9
                                                                                                                                                    
                                                                                                                                                    Certificate
      Sale Support Agreement, dated July 31, 2008, by and among Linwood
      0708 LLC, Ridgewood Rhode Island Generation, LLC, Ridgewood
      Providence Power Partners, L.P., Rhode Island LFG Genco, LLC, Indeck
      Energy Services, Inc., Ridgewood Electric Power Trust I, Ridgewood
      Electric Power Trust III, Ridgewood Electric Power Trust IV,
      Ridgewood Electric Power Trust V, Ridgewood Power B Fund/Providence
      Expansion, and Ridgewood Renewable Power, LLC (incorporated by
      reference to Exhibit 10.4 to the Current Report on Form 8-K filed by the
      Registrant with the SEC on August 25, 2008)10.10
                                                                                                                                                    
                                                                                                                                                    First
      Amendment to the Certificate Sale Support Agreement, dated as of
      November 11, 2008, by and among Linwood 0708 LLC, Ridgewood Rhode
      Island Generation, LLC, Ridgewood Providence Power Partners, L.P., Rhode
      Island LFG Genco, LLC, Indeck Energy Services, Inc., Ridgewood Electric
      Power Trust I, Ridgewood Electric Power Trust III, Ridgewood Electric
      Power Trust IV, Ridgewood Electric Power Trust V, Ridgewood Power B
      Fund/Providence Expansion and Ridgewood Renewable Power, LLC (incorporated
      by reference to Exhibit 10.4 to the Current Report on Form 8-K filed by
      the Registrant with the SEC on November 14, 2008)10.11
                                                                                                                                                    
                                                                                                                                                    Agency
      Agreement, dated August 19, 2008, among Ridgewood Providence Power
      Partners, L.P., Ridgewood Rhode Island Generation, LLC, Linwood 0708 LLC,
      Ridgewood Power Management, LLC and Indeck Maine Energy, LLC (incorporated
      by reference to Exhibit 10.5 to the Current Report on Form 8-K filed by
      the Registrant with the SEC on August 25, 2008)10.12
                                                                                                                                                    
                                                                                                                                                    First
      Amendment to the Agency Agreement, dated as of November 11, 2008,
      among Ridgewood Providence Power Partners, L.P., Ridgewood Rhode Island
      Generation, LLC, Linwood 0708 LLC, Ridgewood Power Management, LLC and
      Indeck Maine Energy, LLC (incorporated by reference to Exhibit 10.5 to the
      Current Report on Form 8-K filed by the Registrant with the SEC on
      November 14, 2008)10.13
                                                                                                                                                    #
                                                                                                                                                    Senior
      Executive Bonus Plan (incorporated by reference to Exhibit 10.6 to the
      Quarterly Report on Form 10-Q filed by the Registrant with the SEC on
      November 14, 2008)10.14
                                                                                                                                                    #
                                                                                                                                                    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)10.15
                                                                                                                                                    #
                                                                                                                                                    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)10.16
                                                                                                                                                    #
                                                                                                                                                    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)10.17
                                                                                                                                                    #
                                                                                                                                                    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)10.18
                                                                                                                                                    #
                                                                                                                                                    Deed
      of Waiver dated January 22, 2007 between Douglas R. Wilson and CLPE
      Holdings Limited relating to a bonus entitlement under The CLPE Holdings
      Management Incentive Plan (incorporated by reference to Exhibit 10.14 to
      the Annual Report on Form 10-K of The Ridgewood Power Growth Fund
      filed with the SEC on August 17, 2007)10.19
                                                                                                                                                    
                                                                                                                                                    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 Current Report on Form
      8-K filed by the Registrant with the SEC on January 29,
    2007)
  22
 Table of Contents
  Exhibit
      No.
                            
                            Description10.20
                            
                            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 Current Report on Form
      8-K filed by the Registrant with the SEC on January 29,
    2007)10.21
                            
                            Loan
      Agreement, dated June 5, 2008, by and between Horus Private Equity Fund
      III, LP and Ridgewood Egypt for Infrastructure LLC (incorporated by
      reference to Exhibit 10.1 to the Current Report on Form 8-K filed by the
      Registrant with the SEC on June 13, 2008)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 (incorporated by reference to the Annual Report on Form
      10-K filed with the SEC on January 18,
2008)
 31.1
                  *
                  Certification
      of Randall D. Holmes, Chief Executive Officer of the Registrant, pursuant
      to Securities Exchange Act Rule 13a-14(a)31.2
                  *
                  Certification
      of Jeffrey H. Strasberg, Chief Financial Officer of the Registrant,
      pursuant to Securities Exchange Act Rule 13a-14(a)32
                  *
                  Certifications
      pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of
      The Sarbanes-Oxley Act of 2002, signed by Randall D. Holmes, Chief
      Executive Officer of the Registrant, and Jeffrey H. Strasberg, Chief
      Financial Officer of the
Registrant
 ____________________
 *           Filed herewith.
 
 #
              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
Consolidated Financial Statements and accompanying notes included in this
report.
    23
 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: 
      April 9, 2009
              By:
              /s/ Randall
      D. HolmesRandall
      D. HolmesPresident
      and Chief 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
                
                President
      and Chief Executive Officer
                
                April
      9, 2009Randall
      D. Holmes
                
                (Principal
      Executive Officer)/s/
      Jeffrey H. Strasberg
                
                Executive
      Vice President and Chief Financial Officer
                
                April
      9, 2009Jeffrey
      H. Strasberg
                
                (Principal
      Financial and Accounting Officer)RIDGEWOODRENEWABLE POWER
      LLC(Managing
      Shareholder)By: /s/ Randall D.
      Holmes
                
                President
      and Chief Executive Officer of Managing Shareholder
                
                April
      9, 2009Randall
      D. Holmes
    24
 RIDGEWOOD
ELECTRIC POWER TRUST V
 
 INDEX
TO CONSOLIDATED FINANCIAL STATEMENTS
   
 PageReport of Independent Registered Public Accounting
      Firm
                  F-2Consolidated Statement of Net Assets at December 31, 2008 and
      Consolidated Balance Sheet at December 31, 2007
                  F-3Consolidated Statement of Changes in Net Assets for the period
      from December 23, 2008 to December 31, 2008
                  F-4Consolidated Statements of Operations and Comprehensive Income
      for the period from January 1, 2008 to
                    December 22, 2008 and for the year ended December 31,
      2007
                  F-5Consolidated Statements of Changes in Shareholders’ Equity
      (Deficit) for the period from January 1, 2008 to
                    December 22, 2008 and for the year ended December 31,
      2007
                  F-6Consolidated Statements of Cash Flows for the period from
      January 1, 2008 to December 22, 2008 and for the year
                    ended December 31, 2007
                  F-7Notes to Consolidated Financial
    Statements
                  F-8
  F-1
 Table of Contents
  The Managing Shareholder and Shareholders
 Ridgewood
Electric Power Trust V
 
 We have
audited the accompanying consolidated statement of net assets in liquidation
(liquidation basis) of Ridgewood Electric Power Trust V (a Delaware trust) as of
December 31, 2008, and the related consolidated statement of changes in net
assets in liquidation (liquidation basis) for the period from December 23, 2008
to December 31, 2008.  We also have audited the consolidated balance
sheet as of December 31, 2007, and the related statements of operations and
comprehensive income, changes in shareholders’ equity (deficit) and cash flows
for the year then ended, and the statements of operations and comprehensive
income, changes in shareholders’ equity (deficit) and cash flows for the period
from January 1, 2008 to December 22, 2008.  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 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.
 
 As
described in Note 1 to the consolidated financial statements, the shareholders
of Ridgewood Electric Power Trust V approved the sale of its interests in
Indeck Maine and, as a result, the Trust’s plan of liquidation
became effective on December 22, 2008.  The Trust
has changed itsbasis of accounting for periods subsequent
to December 22, 2008 from the going-concernbasis to a
liquidation basis.
 
 In our
opinion, the consolidated financial statements referred to above present fairly,
in all material respects, the consolidated net assets in liquidation
(liquidation basis) of Ridgewood Electric Power Trust V as of December 31, 2008,
the consolidated changes in its net assets in liquidation for
the period from December 23, 2008 to December 31, 2008, the consolidated
financial position as of December 31, 2007, and the consolidated results of its
operations and comprehensive income and its cash flows for the year then ended
and for the period from January 1, 2008 to December 22, 2008  in
conformity with accounting principles generally accepted in the United States of
America applied on the basesdescribed in the preceding
paragraph.
 
 
 
 
 /s/ GRANT
THORNTON LLP
 Edison,
New Jersey
 April 9,
2009
 
 F-2
 Table of Contents
 
 RIDGEWOOD
      ELECTRIC POWER TRUST VCONSOLIDATED STATEMENT OF NET
      ASSETS AT DECEMBER 31, 2008(Liquidation Basis)AND CONSOLIDATED BALANCE SHEET AT DECEMBER 31, 2007(Going Concern
      Basis)(in
      thousands, except share data)2008
                              
                              
                              2007ASSETSCurrent
      assets:Cash
      and cash equivalents
                              
                              $
                              14,734
                              
                              
                              $
                              6,892Unbilled
      receivables
                              
                              
                              466
                              
                              
                              
                              -Due
      from affiliates
                              
                              
                              3,148
                              
                              
                              
                              1,173Deposits
      - current portion
                              
                              
                              2,243
                              
                              
                              
                              -Prepaid
      expenses and other current assets
                              
                              
                              264
                              
                              
                              
                              32Total
      current assets
                              
                              
                              20,855
                              
                              
                              
                              8,097Notes
      receivable, affiliates
                              
                              
                              -
                              
                              
                              
                              5,263Investments
                              
                              
                              5,410
                              
                              
                              
                              9,396Deposits
      - noncurrent portion
                              
                              
                              -
                              
                              
                              
                              285Total
      assets
                              
                              $
                              26,265
                              
                              
                              $
                              23,041LIABILITIES
      AND SHAREHOLDERS' EQUITYCurrent
      liabilities:Accounts
      payable and accrued expenses
                              
                              $
                              4,465
                              
                              
                              $
                              144Due
      to affiliates
                              
                              
                              184
                              
                              
                              
                              325Total
      current liabilities
                              
                              
                              4,649
                              
                              
                              
                              469Minority
      interest
                              
                              
                              -
                              
                              
                              
                              277Total
      liabilities
                              
                              
                              4,649
                              
                              
                              
                              746Commitments
      and contingenciesShareholders’
      equity (deficit):Shareholders’
      equity (932.8877 Investor Shares issuedand
      outstanding)
                              
                              
                              -
                              
                              
                              
                              22,951Managing
      Shareholder’s accumulated deficit(1
      management share issued and outstanding)
                              
                              
                              -
                              
                              
                              
                              (656
                              )Total
      shareholders’ equity
                              
                              
                              -
                              
                              
                              
                              22,295Total
      liabilities and shareholders’ equity
                              
                              
                              4,649
                              
                              
                              $
                              23,041Net
      assets in liquidation
                              
                              $
                              21,616
 
 The
accompanying notes are an integral part of these consolidated financial
statements.
  F-3
 Table of Contents
 
 RIDGEWOOD
      ELECTRIC POWER TRUST VCONSOLIDATED
      STATEMENT OF CHANGES IN NET ASSETSFOR
      THE PERIOD FROM DECEMBER 23, 2008 TO DECEMBER 31, 2008(Liquidation
      Basis)(in
      thousands)Shareholders’
      equity at December 23, 2008
                        
                        $
                        24,433Decrease
      in cash and cash equivalents
                        
                        
                        (86
                        )Capital
      contribution due from Managing Shareholder
                        
                        
                        33RPS
      Attributes produced, but not sold
                        
                        
                        466Investment
      loss in unconsolidated entities
                        
                        
                        (7
                        )Management
      fee to Managing Shareholder
                        
                        
                        (2,332
                        )Other
      estimated liquidation costs
                        
                        
                        (977
                        )Other
      changes in working capital components
                        
                        
                        86Net
      assets in liquidation at December 31, 2008
                        
                        $
                        21,616
  
 
 The
accompanying notes are an integral part of these consolidated financial
statements.
 
 F-4
 Table of Contents
 
 
 RIDGEWOOD
      ELECTRIC POWER TRUST VCONSOLIDATED
      STATEMENTS OF OPERATIONS AND COMPREHENSIVE
      INCOME(Going
      Concern Basis)(in
      thousands, except per share data)Period
      From
                            January
      1, 2008 to
                            December
      22, 2008
                          
                          
                          Year
      Ended
                            December
      31, 2007Operating
      expenses:General
      and administrative expenses
                          
                          $
                          1,282
                          
                          
                          $
                          1,340Management
      fee to Managing Shareholder
                          
                          
                          2,332
                          
                          
                          
                          2,332Total
      operating expenses
                          
                          
                          3,614
                          
                          
                          
                          3,672Loss
      from operations
                          
                          
                          (3,614
                          )
                          
                          
                          (3,672
                          )Other
      income (expense):Equity
      in income of Maine Hydro
                          
                          
                          229
                          
                          
                          
                          344Equity
      in income of NEH
                          
                          
                          223
                          
                          
                          
                          112Equity
      in (loss) income of Indeck Maine
                          
                          
                          (509
                          )
                          
                          
                          924Equity
      in income of US Hydro
                          
                          
                          6
                          
                          
                          
                          27Gain
      on disposal of Indeck Maine
                          
                          
                          7,190
                          
                          
                          
                          -Interest
      income
                          
                          
                          475
                          
                          
                          
                          798Interest
      expense
                          
                          
                          -
                          
                          
                          
                          (15
                          )Total
      other income, net
                          
                          
                          7,614
                          
                          
                          
                          2,190Income
      (loss) before discontinued operations
                          
                          
                          4,000
                          
                          
                          
                          (1,482
                          )Income
      from discontinued operations including related gain ondisposal
      (see Note 4), net of income tax and minority interest
                          
                          
                          -
                          
                          
                          
                          38,536Net
      income
                          
                          
                          4,000
                          
                          
                          
                          37,054Foreign
      currency translation adjustment
                          
                          
                          (27
                          )
                          
                          
                          (1,000
                          )Comprehensive
      income
                          
                          $
                          3,973
                          
                          
                          $
                          36,054Managing
      Shareholder - Net income (loss)
                          
                          $
                          40
                          
                          
                          $
                          (15
                          )Shareholder
      - Net income (loss):Continuing
      operations
                          
                          $
                          3,960
                          
                          
                          $
                          (1,467
                          )Discontinued
      operations
                          
                          
                          -
                          
                          
                          
                          38,536Net
      income (loss) income per Investor Share:Continuing
      operations
                          
                          $
                          4,245
                          
                          
                          $
                          (1,573
                          )Discontinued
      operations
                          
                          
                          -
                          
                          
                          
                          41,308
  
 
 The
accompanying notes are an integral part of these consolidated financial
statements.
 
 F-5
 Table of Contents
 
 
 RIDGEWOOD
      ELECTRIC POWER TRUST VCONSOLIDATED
      STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY
      (DEFICIT)PERIOD
      FROM JANUARY 1, 2008 TO DECEMBER 22, 2008 AND YEAR ENDED DECEMBER 31,
      2007(Going
      Concern Basis)(in
      thousands)Managing
                                                                        
                                                                        
                                                                        TotalShareholders'
                                                                        
                                                                        
                                                                        Shareholder
                                                                        
                                                                        
                                                                        Shareholders'Equity
                                                                        
                                                                        
                                                                        (Deficit)
                                                                        
                                                                        
                                                                        EquityBalance
      at December 31, 2006
                                                                        
                                                                        $
                                                                        13,435
                                                                        
                                                                        
                                                                        $
                                                                        (663
                                                                        )
                                                                        
                                                                        $
                                                                        12,772Net
      income
                                                                        
                                                                        
                                                                        37,069
                                                                        
                                                                        
                                                                        
                                                                        (15
                                                                        )
                                                                        
                                                                        
                                                                        37,054Foreign
      currency translation adjustment
                                                                        
                                                                        
                                                                        (1,001
                                                                        )
                                                                        
                                                                        
                                                                        1
                                                                        
                                                                        
                                                                        
                                                                        (1,000
                                                                        )Capital
      contributions
                                                                        
                                                                        
                                                                        2,540
                                                                        
                                                                        
                                                                        
                                                                        26
                                                                        
                                                                        
                                                                        
                                                                        2,566Cash
      distributions
                                                                        
                                                                        
                                                                        (29,092
                                                                        )
                                                                        
                                                                        
                                                                        (5
                                                                        )
                                                                        
                                                                        
                                                                        (29,097
                                                                        )Balance
      at December 31, 2007
                                                                        
                                                                        
                                                                        22,951
                                                                        
                                                                        
                                                                        
                                                                        (656
                                                                        )
                                                                        
                                                                        
                                                                        22,295Net
      income
                                                                        
                                                                        
                                                                        3,960
                                                                        
                                                                        
                                                                        
                                                                        40
                                                                        
                                                                        
                                                                        
                                                                        4,000Foreign
      currency translation adjustment
                                                                        
                                                                        
                                                                        (27
                                                                        )
                                                                        
                                                                        
                                                                        -
                                                                        
                                                                        
                                                                        
                                                                        (27
                                                                        )Capital
      contributions
                                                                        
                                                                        
                                                                        462
                                                                        
                                                                        
                                                                        
                                                                        5
                                                                        
                                                                        
                                                                        
                                                                        467Cash
      distributions
                                                                        
                                                                        
                                                                        (2,293
                                                                        )
                                                                        
                                                                        
                                                                        (9
                                                                        )
                                                                        
                                                                        
                                                                        (2,302
                                                                        )Balance
      at December 22, 2008
                                                                        
                                                                        $
                                                                        25,053
                                                                        
                                                                        
                                                                        $
                                                                        (620
                                                                        )
                                                                        
                                                                        $
                                                                        24,433
  
 The
accompanying notes are an integral part of these consolidated financial
statements.
 
 F-6
 Table of Contents
  RIDGEWOOD
      ELECTRIC POWER TRUST VCONSOLIDATED
      STATEMENTS OF CASH FLOWS(Going
      Concern Basis)(in
      thousands)Period
      From
                                                            January
      1, 2008 to
                                                            December
      22, 2008
                                                          
                                                          
                                                          Year
      Ended
                                                            December
      31, 2007Cash
      flows from operating activities:Net
      income
                                                          
                                                          $
                                                          4,000
                                                          
                                                          
                                                          $
                                                          37,054Adjustments
      to reconcile net income to net cash (used in) provided by
                                                            operating
      activities:Depreciation
      and amortization
                                                          
                                                          
                                                          -
                                                          
                                                          
                                                          
                                                          583Forgiveness
      of unpaid and accrued interest on management fees
                                                          
                                                          
                                                          -
                                                          
                                                          
                                                          
                                                          2,566Gain
      on disposal of discontinued operations
                                                          
                                                          
                                                          -
                                                          
                                                          
                                                          
                                                          (54,979
                                                          )Gain
      on disposal of Indeck Maine
                                                          
                                                          
                                                          (7,190
                                                          )
                                                          
                                                          
                                                          -Amortization
      of deferred financing costs
                                                          
                                                          
                                                          -
                                                          
                                                          
                                                          
                                                          18Interest
      income on notes receivable
                                                          
                                                          
                                                          (389
                                                          )
                                                          
                                                          
                                                          (404
                                                          )Minority
      interest in the earnings of subsidiaries
                                                          
                                                          
                                                          -
                                                          
                                                          
                                                          
                                                          16,458Deferred
      income taxes
                                                          
                                                          
                                                          -
                                                          
                                                          
                                                          
                                                          (29
                                                          )Restricted
      cash
                                                          
                                                          
                                                          -
                                                          
                                                          
                                                          
                                                          2,482Equity
      interest in (income) loss of:Maine
      Hydro
                                                          
                                                          
                                                          (229
                                                          )
                                                          
                                                          
                                                          (343
                                                          )Indeck
      Maine
                                                          
                                                          
                                                          509
                                                          
                                                          
                                                          
                                                          (924
                                                          )NEH
                                                          
                                                          
                                                          (223
                                                          )
                                                          
                                                          
                                                          (112
                                                          )US
      Hydro
                                                          
                                                          
                                                          (6
                                                          )
                                                          
                                                          
                                                          (27
                                                          )Cash
      distributions from Maine Hydro
                                                          
                                                          
                                                          963
                                                          
                                                          
                                                          
                                                          750Cash
      distributions from US Hydro
                                                          
                                                          
                                                          389
                                                          
                                                          
                                                          
                                                          -Changes
      in operating assets and liabilities:Accounts
      receivable
                                                          
                                                          
                                                          -
                                                          
                                                          
                                                          
                                                          (427
                                                          )Unbilled
      receivables
                                                          
                                                          
                                                          -
                                                          
                                                          
                                                          
                                                          1,441Inventory
                                                          
                                                          
                                                          -
                                                          
                                                          
                                                          
                                                          (61
                                                          )Prepaid
      expenses and other current assets
                                                          
                                                          
                                                          (232
                                                          )
                                                          
                                                          
                                                          (184
                                                          )Deposits
                                                          
                                                          
                                                          (2,977
                                                          )
                                                          
                                                          
                                                          -Accounts
      payable and accrued expenses
                                                          
                                                          
                                                          1,099
                                                          
                                                          
                                                          
                                                          2,945Due
      to/from affiliates, net
                                                          
                                                          
                                                          430
                                                          
                                                          
                                                          
                                                          (260
                                                          )Other
      liabilities
                                                          
                                                          
                                                          -
                                                          
                                                          
                                                          
                                                          (478
                                                          )Total
      adjustments
                                                          
                                                          
                                                          (7,856
                                                          )
                                                          
                                                          
                                                          (30,985
                                                          )Net
      cash (used in) provided by operating activities
                                                          
                                                          
                                                          (3,856
                                                          )
                                                          
                                                          
                                                          6,069Cash
      flows from investing activities:Proceeds
      from disposal of Indeck Maine
                                                          
                                                          
                                                          14,086
                                                          
                                                          
                                                          
                                                          -Capital
      expenditures
                                                          
                                                          
                                                          -
                                                          
                                                          
                                                          
                                                          (312
                                                          )Proceeds
      from disposal of discontinued operations, net of cash
      transferred
                                                          
                                                          
                                                          -
                                                          
                                                          
                                                          
                                                          67,964Net
      cash provided by investing activities
                                                          
                                                          
                                                          14,086
                                                          
                                                          
                                                          
                                                          67,652Cash
      flows from financing activities:Repayments
      of term loan
                                                          
                                                          
                                                          -
                                                          
                                                          
                                                          
                                                          (19,270
                                                          )Repayments
      from line of credit facility
                                                          
                                                          
                                                          -
                                                          
                                                          
                                                          
                                                          (2,349
                                                          )Repayments
      of capital lease obligations
                                                          
                                                          
                                                          -
                                                          
                                                          
                                                          
                                                          (818
                                                          )Cash
      distributions to minority interest
                                                          
                                                          
                                                          -
                                                          
                                                          
                                                          
                                                          (15,674
                                                          )Cash
      distributions to shareholders
                                                          
                                                          
                                                          (2,302
                                                          )
                                                          
                                                          
                                                          (29,097
                                                          )Net
      cash used in financing activities
                                                          
                                                          
                                                          (2,302
                                                          )
                                                          
                                                          
                                                          (67,208
                                                          )Effect
      of exchange rate on cash and cash equivalents
                                                          
                                                          
                                                          -
                                                          
                                                          
                                                          
                                                          (19
                                                          )Net
      increase in cash and cash equivalents
                                                          
                                                          
                                                          7,928
                                                          
                                                          
                                                          
                                                          6,494Cash
      and cash equivalents, beginning of year
                                                          
                                                          
                                                          6,892
                                                          
                                                          
                                                          
                                                          398Cash
      and cash equivalents, end of period
                                                          
                                                          $
                                                          14,820
                                                          
                                                          
                                                          $
                                                          6,892Supplemental
      disclosure of cash flow information:Interest
      paid
                                                          
                                                          $
                                                          -
                                                          
                                                          
                                                          $
                                                          14Supplemental
      disclosure of noncash financing activities:Noncash
      activity in connection with Indeck Maine sale:Exchange
      of notes for membership units
                                                          
                                                          $
                                                          5,654
                                                          
                                                          
                                                          $
                                                          -Amounts
      due from affiliates
                                                          
                                                          
                                                          2,570
                                                          
                                                          
                                                          
                                                          -Distributions
      of deposits
                                                          
                                                          
                                                          573
                                                          
                                                          
                                                          
                                                          -
 
 
 The
accompanying notes are an integral part of these consolidated financial
statements.
 
 F-7
 Table of Contents
  RIDGEWOOD
ELECTRIC POWER TRUST V
 NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS
 (dollar
amounts in thousands, except per share data)
 1.   DESCRIPTION
OF BUSINESS
 
 Ridgewood
Electric Power Trust V (the "Trust") is a Delaware trust formed on March 14,
1996. The Trust began offering shares in April 1996 and concluded its offering
in April 1998. The objective of the Trust is to provide benefits to its
shareholders through a combination of distributions of operating cash flow and
capital appreciation. The Managing Shareholder of the Trust is Ridgewood
Renewable Power LLC (“RRP” or the “Managing Shareholder”). The Trust has been
organized to invest primarily in independent power generation facilities, water
desalinization plants and other infrastructure projects both in the US and
abroad. The projects to be owned by the Trust may have characteristics that
qualify the projects for government incentives.
 
 The
Trust’s accompanying consolidated financial statements include the accounts of
the Trust and its majority-owned subsidiary, 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”), and 50% interest in Ridgewood Maine
Hydro Partners, L.P. (“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 the
these investments.  The Trust owned 25% interest in Indeck Maine
Energy, LLC (“Indeck Maine”), accounted for under the equity method of
accounting, which was sold in December 2008 as further discussed in Note
5.
 
 RUK
previously owned interests in CLPE Holding Limited (“CLP”), a landfill gas-fired
electric project located in the United Kingdom, which were sold in February
2007. The operating results of RUK are presented as discontinued operations
(See Note 4). The Trust owns a 69.6% interest in RUK and the remaining 30.4%
minority interest is owned by The Ridgewood Power Growth Fund (“Growth Fund”).
The interest of the Growth Fund is presented as minority interest in the
consolidated financial statements.
 
 On or
about December 2, 2008, the Managing Shareholder, on behalf of the Trust,
solicited the approval of the holders of its investor shares of beneficial
interest (“Investor Shares”) for the sale of 100% of the interests of Indeck
Maine and the allocation of related proceeds. As Indeck Maine represented a
significant portion of the Trust’s assets, the shareholders were informed that
this sale, if completed, would put the Trust in dissolution. The shareholders
approved the sale and on December 22, 2008, Indeck Maine was sold and the Plan
of Liquidation and Dissolution of Ridgewood Electric Power Trust V (the “Plan of
Dissolution”) became effective.
 
 Under the
Plan of Dissolution, the business of the Trust has shifted, and has become
limited to the sale or disposition of the remaining investments of the Trust,
disposal of its remaining assets and resolution of its remaining liabilities.
Upon the completion of these activities, if successful, the Managing Shareholder
expects to distribute any remaining cash to the Trust’s shareholders and then
proceed to terminate the Trust and its
reporting obligation under the Securities Exchange Act of 1934, as
amended. The Plan of Dissolution gives sole authority to the Managing
Shareholder to conduct the Trust’s dissolution, liquidation and termination
without additional shareholder approval. As of April 9, 2009, the Trust has not
been liquidated as it is in the process of selling the remaining
investments of the Trust.
 
 The
Managing Shareholder performs (or arranges for the performance of) the operation
and maintenance of the projects invested in by the Trust and the
management and administrative services required for the Trust operations.
Among other services, the Managing Shareholder administers the accounts,
including tax and other financial information, and handles relations with
the shareholders. 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)
Basis of Presentation
 
 The
consolidated financial statements include the accounts of the Trust and its
majority-owned subsidiary. Minority interest of the majority-owned
subsidiary is calculated based upon the respective minority interest
ownership percentage. 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.
 
 The
consolidated financial statements for the period from January 1, 2008 to
December 22, 2008, and for the year ended December 31, 2007, were prepared on
the going concern basis of accounting, which contemplates realization of assets
and satisfaction of liabilities in the normal course of business. Upon the
effectiveness of the Trust’s Plan of Dissolution, the Trust adopted the
liquidation basis of accounting. This basis of accounting is considered
appropriate when, among other things, liquidation of the Trust is probable.
Under this basis of accounting, assets are valued at their net realizable values
and liabilities are valued at their estimated settlement amounts. However, the
Trust is not able to reasonably estimate the net realizable value of its
investment in NEH, Maine Hydro and US Hydro. As a result, these investment
assets will continue to be accounted for using the going concern basis of
accounting. The conversion from going concern to liquidation basis of accounting
required management to make significant estimates and assumptions.
 F-8
 Table of Contents
  RIDGEWOOD
ELECTRIC POWER TRUST V
 NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS
 (dollar
amounts in thousands, except per share data)
 b)
Use of Estimates
  The
preparation of consolidated financial statements in accordance with accounting
principles generally accepted in the United States of America (“GAAP”)
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, as well as the reported amounts of changes in
net assets. The estimates also affect the reported estimated value of net
realizable assets and settlement of liabilities. On an ongoing basis, the Trust
evaluates its estimates of assets, including investments, 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.
 
 c)  Cash
and Cash Equivalents
 
 The Trust
considers all highly liquid investments with maturities, when purchased, of
three months or less, as cash and cash equivalents. At December 31, 2008,
cash and cash equivalents did not exceed insured limits. At December 31, 2007,
cash balances with banks exceeded insured limits by $6,788.
 
 (d)
Unbilled Receivables
 
 Unbilled
receivables represents the estimated realizable value of Renewable Portfolio
Standards Attributes (“RPS Attributes”) distributed from Indeck Maine,
that have been produced but for which no invoices had been generated under
executed commitments.
 
 e)  Plant
and Equipment
 
 Plant and
equipment, relates to assets of CLP, which were sold in February
2007.
 
 Renewals
and betterments that increased the useful lives of the assets were capitalized.
Repair and maintenance expenditures were expensed as incurred.
 
 The Trust
used the straight-line method of depreciation over the estimated useful life of
the assets:
  Power
      generation
    facility
                    15
      yearsEquipment
                    4
      yearsVehicles
                    4
      years
 
 f)  Fair
Value of Financial Instruments
  At
December 31, 2008 and 2007, the carrying value of the Trust’s cash and cash
equivalents, unbilled receivables, deposits, other current assets, notes
receivable, accounts payable and accrued expenses, and other liabilities
approximates their fair value.
  g)  Foreign
Currency Translation
  The
British pound sterling and Egyptian pound are the functional currencies of
the Trust’s UK and Egypt subsidiaries. The consolidated financial statements of
the Trust’s foreign subsidiaries are translated into US 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 income.
 
 h) Comprehensive
Income
 
 The
Trust’s comprehensive income consists of net income and foreign currency
translation adjustments.
 
 i)  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.
 F-9
 Table of Contents
  RIDGEWOOD
ELECTRIC POWER TRUST V
 NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS
 (dollar
amounts in thousands, except per share data)
 j)
Recent Accounting Pronouncements
  FIN
48
  In June
2006, the Financial Accounting Standards Board (“FASB”) issued Interpretation
No. 48,Accounting
for Uncertainty in Income Taxes (“FIN 48”), an interpretation of
Statement of Financial Accounting Standards (“SFAS”) No. 109,
Accounting for Income Taxes(“SFAS 109”). FIN 48 clarifies the accounting
for uncertainty in income taxes recognized in an enterprise’s financial
statements in accordance with SFAS 109 and prescribes a recognition threshold
and measurement attribute for the financial statement recognition and
measurement of a tax position taken or expected to be taken in a tax return. FIN
48 also provides guidance on derecognition, classification, interest and
penalties, accounting in interim periods, disclosure and transition. In February
2008, the FASB issued FASB Staff Position FIN 48-2,Effective Date of FASB Interpretation No. 48 for Certain Nonpublic
Enterprises, which deferred the effective date of FIN 48 for
non-public companies to fiscal years beginning after December 15,
2007. The Trust has concluded that it is eligible for this deferral and
therefore, FIN 48 will become effective for the Trust for the annual period
beginning January 1, 2008. In December 2008, the FASB issued FASB Staff
Position FIN 48-3, Effective
Date of FASB Interpretation No. 48 for Certain Nonpublic
Enterprises, which again deferred the effective date of FIN 48 for
non-public companies to fiscal years beginning after December 15, 2008. The
Trust is currently evaluating the impact of adopting FIN 48 on its consolidated
financial statements. The Trust
evaluates uncertain tax positions, if any, using SFAS No. 5, Accounting
for Contingencies. If applicable, a loss contingency is recognized when,
in the opinion of management, it is probable that a tax liability has been
incurred as of the date of the financial statements and the amount of the loss
can be reasonably estimated.Based on the Trust’s evaluation, there
are no significant uncertain tax positions requiring recognition in the Trust’s
consolidated financial statements. The Trust is no longer subject to US or state
income tax examinations by tax authorities for years before 2005.
 
 SFAS
157
 
 In
September 2006, the FASB issued SFAS No. 157, Fair Value Measurements
(“SFAS 157”), to define fair value, establish a framework for measuring fair
value in accordance with GAAP and expand disclosures about fair value
measurements. SFAS 157 requires quantitative disclosures using a tabular format
in all periods (interim and annual) and qualitative disclosures about the
valuation techniques used to measure fair value in all annual periods. In
February 2008, FASB issued Staff Position 157-2, Effective Date of FASB Statement
No. 157, which delays the effective date of SFAS 157 for
non-financial assets and non-financial liabilities for the Trust until January
1, 2009, except for items that are recognized or disclosed at fair value in the
financial statements on a recurring basis.  In October 2008, the FASB
issued Staff Position 157-3, Determining the Fair Value of a
Financial Asset When the Market for That Asset Is Not Active,which clarifies the
application of SFAS 157 in a market that is not active and to determine the fair
value of a financial asset when the market for that financial asset is not
active. The Trust adopted SFAS 157 for financial assets and financial
liabilities effective January 1, 2008, with no material impact on its
consolidated financial statements.  Staff Position 157-3 does not have
a material impact on its consolidated financial statements. The Trust is
currently evaluating the impact of adopting SFAS 157 for non-financial
assets and non-financial liabilities on its consolidated financial
statements.
 
 SFAS
159
 
 In
February 2007, the FASB issued SFAS No. 159, The Fair Value Option for Financial
Assets and Financial Liabilities– Including an amendment of FASB
Statement No. 115 (“SFAS 159”), which expands opportunities to use fair
value measurements in financial reporting and permits entities to choose to
measure many financial instruments and certain other items at fair value. The
Trust adopted SFAS 159 effective January 1, 2008, with no material impact on its
consolidated financial statements.
 
 SFAS
162
 
 In May
2008, the FASB issued SFAS No. 162, The Hierarchy of Generally Accepted
Accounting Principles (“SFAS 162”).  SFAS 162 identifies the sources
of accounting principles and the framework for selecting principles to be used
in the preparation of financial statements of nongovernmental entities that are
presented in conformity with GAAP. This statement shall be effective 60
days following the SEC’s approval of the Public Company Accounting Oversight
Board’s amendments to AU section 411, The Meaning of Present Fairly in
Conformity with Generally Accepted Accounting Principles. The Trust is
currently evaluating the impact of adopting SFAS 162 on its consolidated
financial statements.
 F-10
 Table of Contents
  RIDGEWOOD
ELECTRIC POWER TRUST V
 NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS
 (dollar
amounts in thousands, except per share data)
 3.    
CHANGES IN NET ASSETS IN LIQUIDATION
 
 The Trust
has applied the liquidation basis of accounting in its financial statements
assuming that it will be liquidated in 2009.  Upon conversion to the
liquidation basis of accounting, the Trust accrued known estimated values of
assets expected to be received and known estimated costs to be incurred in
liquidation. However, the Trust is not able to reasonably estimate the net
realizable value of its investments in NEH, Maine Hydro and US Hydro. As a
result, these investment assets will continue to be accounted for using the
going concern basis of accounting. The Trust will continue to incur operating
costs and receive income from its investments and cash and cash equivalents. On
an ongoing basis, the Trust evaluates the estimates and assumptions that can
have a significant impact on Trust’s reported net assets in liquidation. Actual
costs and income may differ materially and adversely from these estimates. If
there are delays in liquidating the Trust, actual costs incurred during the
liquidation process may increase, reducing net assets available in liquidation.
Presented below is a reconciliation of shareholders’ equity at December 22,
2008, measured on a going concern basis, and net assets at December 31, 2008,
measured on a liquidation basis.
  Decrease
      in cash and cash equivalents
                          
                          $
                          (86
                          )Capital
      contribution due from Managing Shareholder
                          
                          
                          33RPS
      Attributes produced, but not sold
                          
                          
                          466Investment
      loss in unconsolidated entities1
                          
                          
                          (7
                          )Estimated
      management fees to be incurred during liquidation2
                          
                          
                          (2,332
                          )Estimated
      professional fees to be incurred during liquidation3
                          
                          
                          (627
                          )Other
      estimated liquidation costs
                          
                          
                          (350
                          )Other
      changes in working capital components
                          
                          
                          86$
                          (2,817
                          )
 
 1 This
includes the net of the Trust’s share of equity income (loss) for NEH, Maine
Hydro and US Hydro.
 2
Management fees represent the 2009 obligation to pay the Managing Shareholder
for the services it provides to the Trust.
 3 This
includes legal, accounting and other professional fees expected to be incurred
related to the wind down activities of the Trust.
 4.   DISCONTINUED
OPERATIONS
 
 On
February 22, 2007, RUK completed the sale of all of the issued and outstanding
shares of CLP to MEIF LG Energy Limited. Concurrent with the sale, RUK and
affiliated entities terminated certain sharing agreements amongst themselves.
Financial information relating to RUK, including the gain recognized from the
sale of CLP and the termination of the sharing agreements, for the year end
December 31, 2007 is summarized as follows:
 
 December
      31,2007Revenue
      from operations of discontinued business
                              
                              $
                              7,552Loss
      from operations of discontinued business
                              
                              $
                              (14
                              )Gain
      on disposal
                              
                              
                              54,979Income
      tax benefit
                              
                              
                              29Minority
      interest in earnings of subsidiaries
                              
                              
                              (16,458
                              )Income
      from discontinued operations
                              
                              $
                              38,536
   The gain
on disposal represents proceeds, less transaction costs and the net asset value
of CLP, plus the reversal of previously recorded foreign currency translation
adjustments. The Managing Shareholder waived its right to receive its 1% of the
distributions from these transactions. As a result, the gain from the sale and
related cash distributions are allocated solely to Investor Shares.
 
 5.    INVESTMENTS
 
 Maine
Hydro
 
 In August
1996, Maine Hydro was formed as a Delaware limited partnership. Ridgewood Maine
Hydro Corporation, a Delaware corporation, is the sole general partner of Maine
Hydro and is owned equally by the Trust and Ridgewood Electric Power Trust IV
(“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.
 
 In
December 1996, Maine Hydro acquired 14 hydro-electric projects located in
Maine with 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, on an at-cost basis. The electricity
generated has been primarily sold under long-term electricity sales
agreements but starting 2009, most of the Maine Hydro projects expect to
sell their output on the wholesale power market.
 F-11
 Table of Contents
  RIDGEWOOD
ELECTRIC POWER TRUST V
 NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS
 (dollar
amounts in thousands, except per share data)
   Summarized
balance sheet data for Maine Hydro at December 31, 2008 and 2007 is as
follows:
 
 2008
                            
                            
                            2007Current
      assets
                            
                            $
                            1,583
                            
                            
                            $
                            1,045Noncurrent
      assets
                            
                            
                            2,137
                            
                            
                            
                            3,945Total
      assets
                            
                            $
                            3,720
                            
                            
                            $
                            4,990Current
      liabilities
                            
                            $
                            668
                            
                            
                            $
                            521Partners'
      equity
                            
                            
                            3,052
                            
                            
                            
                            4,469Total
      liabilities and partners' equity
                            
                            $
                            3,720
                            
                            
                            $
                            4,990Trust
      share of Maine Hydro equity
                            
                            $
                            1,526
                            
                            
                            $
                            2,235
   Summarized
statements of operations data for Maine Hydro for the years ended December 31,
2008 and 2007 is as follows:
 
 2008
                          
                          
                          2007Revenues
                          
                          $
                          5,473
                          
                          
                          $
                          3,907Cost
      of revenues
                          
                          
                          3,104
                          
                          
                          
                          2,869Other
      expenses, net
                          
                          
                          1,860
                          
                          
                          
                          351Total
      expenses
                          
                          
                          4,964
                          
                          
                          
                          3,220Net
      income
                          
                          $
                          509
                          
                          
                          $
                          687Trust
      share of income in Maine Hydro
                          
                          $
                          254
                          
                          
                          $
                          344
   As the
Trust adopted the liquidation basis of accounting, the Trust’s share of income
in Maine Hydro is included in the accompanying consolidated statement of
operations through December 22, 2008. The Trust’s share of Maine Hydro equity
reflected above includes income of $25 for the period from December 23, 2008 to
December 31, 2008, which is included as a part of the investment loss in
unconsolidated entities in the accompanying consolidated statement of changes in
net assets.
 
 NEH
 
 In 1999,
the Trust and 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, Growth Fund made additional investments and
acquired majority ownership of NEH, which controls and owns all contractual
rights to the ownership of Ridgewood Egypt for Infrastructure, LLC (Egypt)
(“REFI”). In 2001, the Ridgewood/Egypt Fund (“Egypt Fund”), an affiliate of the
Trust and Growth Fund, made contributions to NEH in exchange for a minority
interest.
  In 2001,
NEH, through REFI, formed a wholly-owned subsidiary and also purchased a 28%
equity interest in Sinai For Environmental Services S.A.E. (“Sinai”). In
February 2002, REFI made an additional investment to increase its ownership to
53% and gain control of Sinai. During 2006, REFI was granted an additional
interest in Sinai in return for having provided Sinai with certain machinery and
equipment. In June 2008, REFI purchased an additional interest in Sinai,
bringing its total ownership to 75.9%. The Trust owns 14.1%, Growth Fund owns
68.1%, and Egypt Fund owns 17.8% of NEH. NEH has the capacity to make 38,650
cubic meters (approximately 10 million gallons) of potable water per day and
electricity generating capacity of approximately 24MW.
 
 Summarized
balance sheet data for NEH at December 31, 2008 and 2007 is as
follows:
 
 2008
                            
                            
                            2007Current
      assets
                            
                            $
                            4,123
                            
                            
                            $
                            4,355Noncurrent
      assets
                            
                            
                            22,108
                            
                            
                            
                            17,987Total
      assets
                            
                            $
                            26,231
                            
                            
                            $
                            22,342Current
      liabilities
                            
                            $
                            6,053
                            
                            
                            $
                            3,775Noncurrent
      liabilities
                            
                            
                            3,512
                            
                            
                            
                            3,182Members'
      equity
                            
                            
                            16,666
                            
                            
                            
                            15,385Total
      liabilities and members' equity
                            
                            $
                            26,231
                            
                            
                            $
                            22,342Trust
      share of NEH equity
                            
                            $
                            2,350
                            
                            
                            $
                            2,169
 F-12
 Table of Contents
  RIDGEWOOD
ELECTRIC POWER TRUST V
 NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS
 (dollar
amounts in thousands, except per share data)
 Summarized
statements of operations data for NEH for the years ended December 31, 2008 and
2007 is as follows:
 
 2008
                            
                            
                            2007Revenues
                            
                            $
                            13,200
                            
                            
                            $
                            10,271Cost
      of revenues
                            
                            
                            8,206
                            
                            
                            
                            6,324Other
      expenses, net
                            
                            
                            3,525
                            
                            
                            
                            3,151Total
      expenses
                            
                            
                            11,731
                            
                            
                            
                            9,475Net
      income
                            
                            $
                            1,469
                            
                            
                            $
                            796Trust
      share of income in NEH
                            
                            $
                            207
                            
                            
                            $
                            112
   As the
Trust adopted the liquidation basis of accounting, the Trust’s share of income
in NEH is included in the accompanying consolidated statement of operations
through December 22, 2008. The Trust’s share of NEH equity income reflected
above includes a loss of $16 for the period from December 23, 2008 to December
31, 2008, which is included as a part of the investment loss in
unconsolidated entities in the accompanying consolidated statement of changes in
net assets.
 
 US
Hydro
 
 From
April 2000 through November 2002, the Trust and Growth Fund acquired seven
hydro-electric generating facilities with 15MW of generating capacity and notes
receivable from Synergics, Inc. US Hydro has since reached a settlement
eliminating the notes receivable. The Trust owns 29.2% and Growth Fund owns
70.8% of US Hydro.
 
 As of
December 31, 2008, four projects sold their electric output to local utilities
pursuant to electric power sales contracts and three sold electric output at
open market prices. Of the four projects under long-term contract, one each
expires in 2010 and 2014 and two will expire in July 2009. The projects are
operated and maintained by RPM, on an at-cost basis.
 
 Summarized
balance sheet data for US Hydro at December 31, 2008 and 2007 is as
follows:
 
 2008
                            
                            
                            2007Current
      assets
                            
                            $
                            796
                            
                            
                            $
                            1,207Noncurrent
      assets
                            
                            
                            5,595
                            
                            
                            
                            6,059Total
      assets
                            
                            $
                            6,391
                            
                            
                            $
                            7,266Current
      liabilities
                            
                            $
                            526
                            
                            
                            $
                            91Noncurrent
      liabilities
                            
                            
                            648
                            
                            
                            
                            564Shareholders'
      equity
                            
                            
                            5,217
                            
                            
                            
                            6,611Total
      liabilities and shareholders' equity
                            
                            $
                            6,391
                            
                            
                            $
                            7,266Trust
      share of US Hydro equity
                            
                            $
                            1,534
                            
                            
                            $
                            1,934
   Summarized
statements of operations data for US Hydro for the years ended December 31, 2008
and 2007 is as follows:
 2008
                          
                          
                          2007Revenues
                          
                          $
                          3,806
                          
                          
                          $
                          3,467Cost
      of revenues
                          
                          
                          2,677
                          
                          
                          
                          2,697Operating
      expenses
                          
                          
                          1,877
                          
                          
                          
                          1,644Other
      non-operating income, net
                          
                          
                          (711
                          )
                          
                          
                          (965
                          )Total
      expenses
                          
                          
                          3,843
                          
                          
                          
                          3,376Net
      (loss) income
                          
                          $
                          (37
                          )
                          
                          $
                          91Trust
      share of (loss) income in US Hydro
                          
                          $
                          (10
                          )
                          
                          $
                          27
 
 As the
Trust adopted the liquidation basis of accounting, the Trust’s share of loss in
US Hydro is included in the accompanying consolidated statement of operations
through December 22, 2008. The Trust’s share of US Hydro equity reflected above
includes a loss of $16 for the period from December 23, 2008 to December 31,
2008, which is included as a part of the investment loss in unconsolidated
entities in the accompanying consolidated statement of changes in net
assets.
 F-13
 Table of Contents
  RIDGEWOOD
ELECTRIC POWER TRUST V
 NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS
 (dollar
amounts in thousands, except per share data)
 Indeck
Maine
 
 In June
1997, the Trust and Trust IV equally purchased 50% of the membership interest in
Indeck Maine, an Illinois limited liability company, which owned two electric
power generating stations fueled by clean wood biomass at West Enfield and
Jonesboro, both in Maine. Indeck Energy Services Inc. (“IES”), an entity
unaffiliated with the Trust, owned the remaining 50% membership interest in
Indeck Maine and was the seller in the June 1997 transaction.
 
 On
December 22, 2008, Indeck Maine completed the sale and transferred 100% of the
membership interests in Indeck Maine to Covanta Energy Corporation for an
aggregate price of approximately $53,858, which includes estimated net
working capital of $3,111 as defined in the purchase and sale agreement, as
amended, less estimated retention and vacation payments of $1,162 relating to
RPM staff based at the Indeck Maine facilities. The Trust recorded a gain of
$7,190 on the sale of Indeck Maine in the accompanying consolidated statements
of operations.
 
 Immediately
prior to the sale, Indeck Maine transferred to a wholly-owned subsidiary of
Trust IV specific accounts receivable, deposits and rights to future cash flows.
The receivables and deposits have been recorded as current assets at their
historical value, which is their approximate fair value. As these amounts are
collected, in accordance with an agreement between the Trust, Trust IV and IES,
45% will be distributed to IES, 27.5% will be distributed to the Trust and Trust
IV will retain the other 27.5%.
  Under the
purchase and sale agreement, as amended, estimated net working capital is
subject to revision based upon subsequent analysis by the parties to the sale.
In case there is an adjustment, $2,500 of the sale proceeds has been placed in
an account managed by the Managing Shareholder. The portion allocable to the
Trust of $688 has been recorded as due from affiliates. This amount was received
in full by the Trust in March 2009.
 
 Summarized
balance sheet data for Indeck Maine at December 31, 2007 is as
follows:
 
 2007Current
      assets
                                
                                $
                                10,744Noncurrent
      assets
                                
                                
                                12,070Total
      assets
                                
                                $
                                22,814Current
      liabilities
                                
                                $
                                2,884Notes
      payable to members
                                
                                
                                16,301Note
      payable
                                
                                
                                113Interest
      payable to members
                                
                                
                                4,751Members'
      equity (deficit)
                                
                                
                                (1,235
                                )Total
      liabilities and members' equity (deficit)
                                
                                $
                                22,814Trust
      share of Indeck Maine equity
                                
                                $
                                3,058
 
 Summarized
statements of operations data for Indeck Maine for the period from January 1,
2008 to December 22, 2008 and for the year ended December 31, 2007 is as
follows:
 
 2008
                          
                          
                          2007Revenues
                          
                          $
                          37,421
                          
                          
                          $
                          35,841Cost
      of revenues
                          
                          
                          35,776
                          
                          
                          
                          31,626Other
      expenses, net
                          
                          
                          2,105
                          
                          
                          
                          1,796Total
      expenses
                          
                          
                          37,881
                          
                          
                          
                          33,422Net
      (loss) income
                          
                          $
                          (460
                          )
                          
                          $
                          2,419Trust
      share of (loss) income in Indeck Maine
                          
                          $
                          (509
                          )
                          
                          $
                          924
 
 F-14
 Table of Contents
  RIDGEWOOD
ELECTRIC POWER TRUST V
 NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS
 (dollar
amounts in thousands, except per share data)
 During
the second quarter of 2008, management fees due to IES’ board members totaling
$933 was forgiven by the members. Indeck Maine has recorded this forgiveness as
a capital contribution. The Trust and Trust IV have each recorded this
forgiveness as a deemed capital contribution of $467.
 The Trust
assigned the excess purchase price over the net assets acquired to fixed assets.
The Trust depreciated the fixed assets over their remaining useful lives using
the unit of production method. Depreciation expense of $279 and $286 for the
period from January 1, 2008 to December 22, 2008 and for the year ended December
31, 2007, respectively, is included in the equity (loss) income from Indeck
Maine in the consolidated statements of operations.
 
 6.   
NOTES RECEIVABLE, AFFILIATES
 
 As of
December 19, 2008, the Trust loan balance to Indeck Maine was $5,654, which
was payable on demand and bore interest at rates ranging from 5% to 18%. On that
date, the loan was contributed to Indeck Maine in exchange for the issuance of
500 senior preferred membership interests of Indeck Maine.
 
 7.   COMMITMENTS
AND CONTINGENCIES
 
 The Trust
will continue to incur expenses through the liquidation process. The initial
estimates of these expenses are accrued at December 31, 2008, as discussed in
Note 3. The Trust will continue to evaluate the estimates and assumptions that
can have a significant impact during liquidation.
 
 On
December 30, 2005, an investor in the Trust and several affiliated entities,
Paul Bergeron, on behalf of himself and as Trustee for the Paul Bergeron Trust
(the “Plaintiff”), filed a Complaint in the Federal District Court in
Massachusetts, Paul
Bergeron v. Ridgewood Securities Corporation,et
al.
(“Bergeron I”).  The action was brought against, among others, the
Managing Shareholder and persons who are or were officers of the Managing
Shareholder alleging violations of the Massachusetts Securities Act, as well as
breach of fiduciary duty, fraud, breach of contract, negligent misrepresentation
and unjust enrichment, all related to a set of alleged facts and allegations
regarding the sale of securities of the Trust and affiliated
trusts managed by the Managing Shareholder or affiliates of the Managing
Shareholder which were sold in private offerings and the operation of the Trust
and affiliated trusts subsequent to the sale.  The Plaintiff is
seeking damages of $900 plus interest and attorney fees. Neither the Trust nor
trusts are party to this litigation. Discovery has been completed and in March
2009 a pending Motion for Summary Judgment filed by the Defendants was
granted on breach of fiduciary duty claims and partially granted on
contract claims, but otherwise denied, and a trial date of June 15,
2009 was set.
  On March
20, 2007, the Plaintiff in Bergeron I commenced a derivative action, in Suffolk
County Superior Court, Commonwealth of Massachusetts,  Paul Bergeron v. Ridgewood
Electric Power Trust V,et
al.
(“Bergeron II”).  The Plaintiff joined the Trust and affiliated
entities, including the Managing Shareholder and a person who is an officer of
the Managing Shareholder, alleging that the allocation of the proceeds from the
sale of certain assets of the Trust and affiliated entities to an unaffiliated
entity was unfair and sought an injunction prohibiting the distribution to
shareholders of such proceeds.  The Superior Court denied the request by
the Plaintiff for an injunction. On February 29, 2008, the Plaintiff filed an
amended complaint in Bergeron II adding two additional investors, one in the
Trust and one in Growth Fund, as additional plaintiffs. Discovery is ongoing and
no trial date has been set.
 
 All
defendants in Bergeron I and Bergeron II deny the allegations and intend to
defend both actions vigorously.
 
 On
August 16, 2006, the Trust and several affiliated entities, including the
Managing Shareholder, filed lawsuits against the former independent registered
public accounting firm for the Trust and several affiliated entities, Perelson
Weiner LLP (“Perelson Weiner”), in New Jersey Superior Court. The suit alleged
professional malpractice and breach of contract in connection with audit and
accounting services performed for the Trust and other plaintiffs by Perelson
Weiner. On October 20, 2006, Perelson Weiner filed a counterclaim against
the Trust and other plaintiffs alleging breach of contract due to unpaid
invoices with a combined total of approximately $1,200. Discovery is ongoing and
no trial date has been set. The costs and expenses of this litigation, including
adverse judgments, if any, are being paid for by the Managing Shareholder and
affiliated management companies and not the underlying investment
funds.
 
 The Trust
is subject to legal proceedings involving ordinary and routine claims related to
its business. The ultimate legal and financial liability with respect to
such matters cannot be estimated with certainty and requires the use of
estimates in recording liabilities for potential litigation settlements.
Estimates for losses from litigation are disclosed if considered reasonably
possible and accrued if considered probable after consultation with outside
counsel. If estimates of potential losses increase or the related facts and
circumstances change in the future, the Trust may be required to record
additional litigation expense.  While it is not possible to predict
the outcome of the litigation discussed above with certainty and some lawsuits,
claims or proceedings may be disposed of unfavorably to the Trust, based on its
evaluation of matters which are pending or asserted, the Trust’s management
believes the disposition of such matters will not have a material adverse effect
on the Trust’s business or consolidated financial statements.
 
 F-15
 Table of Contents
  RIDGEWOOD
ELECTRIC POWER TRUST V
 NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS
 (dollar
amounts in thousands, except per share data)
 8.   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, which was $2,332 for the years ended December
31, 2008 and 2007, 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
years ended December 31, 2008 and 2007, the Trust made management fee payments
to the Managing Shareholder of $2,332 and $1,166, respectively. In the fourth
quarter of 2007, the Managing Shareholder forgave $1,180 of unpaid management
fees and related interest and also waived its right to reimbursement of
$1,386, relating to professional fees of the Trust. Any waivers, or forgiveness,
by the Managing Shareholder are recorded by the Trust as a deemed capital
contribution. The shareholders of the Trust, other than the Managing
Shareholder, were allocated 99% of each contribution of the Managing shareholder
was allocated 1% so that the amount of the contribution allocated offsets the
allocation of the recorded expense.
 
 Under the
Operating Agreement with the Trust, RPM 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. During the years ended December 31, 2008 and 2007, RPM
charged the projects $1,937 and $1,968, respectively, for overhead items
allocated in proportion to the amount invested in projects managed. In
addition, for the years ended December 31, 2008 and 2007, RPM charged the
projects $2,117 and $1,352, respectively, for direct expenses
incurred.  These charges may not be indicative of costs incurred if
the projects 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 the years ended December 31, 2008 and
2007, the Managing Shareholder received a distribution of $9 and $5,
respectively. The Trust has not reached Payout as of April 9, 2009.
 
 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.
 
 In
accordance with the  Declaration of Trust, upon or prior to the first
distribution in liquidation, the Managing Shareholder shall contribute to the
capital of the Trust an amount equal to any deficit in the tax basis capital
account of the Managing Shareholder calculated just prior to the date of such
distribution. As of December 31, 2008, the last date such calculation was
made, the Managing Shareholder would have been required to contribute $33 to the
Trust prior to the Trust making any liquidating distributions.
  On
January 23, 2007, RUK and affiliates entered into a sale agreement pursuant to
which RUK sold its 88% equity interest in CLP and affiliates sold their
interests in similar assets (the “CLP Sale”). The Managing
Shareholder was not a party to the sale agreement but was entitled to receive
certain payments from the affiliates as a result of the CLP Sale and as a result
of its service as the Managing Shareholder to the affiliated funds.
 The CLP
Sale was completed on February 22, 2007. The total dollar amount received by the
Managing Shareholder as a result of the CLP Sale was approximately $37,000, all
of which was paid out of the proceeds of the CLP Sale allocable to the
affiliated funds. The Managing Shareholder did not receive any payments from the
Trust or Growth Fund as a result of the sale.
  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.
 F-16
 Table of Contents
  RIDGEWOOD
ELECTRIC POWER TRUST V
 NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS
 (dollar
amounts in thousands, except per share data)
 The Trust
records short-term receivables and payables from other affiliates in the
ordinary course of business. The amounts payable and receivables with the other
affiliates do not bear interest. At December 31, 2008 and 2007, the Trust had
outstanding receivables and payables as follows:
 
 Due
      from
                            
                            
                            Due
      to2008
                            
                            
                            2007
                            
                            
                            2008
                            
                            
                            2007RPM
                            
                            $
                            -
                            
                            
                            $
                            249
                            
                            
                            $
                            25
                            
                            
                            $
                            -RRP
                            
                            
                            43
                            
                            
                            
                            532
                            
                            
                            
                            -
                            
                            
                            
                            -Growth
      Fund
                            
                            
                            -
                            
                            
                            
                            -
                            
                            
                            
                            121
                            
                            
                            
                            251US
      Hydro
                            
                            
                            -
                            
                            
                            
                            -
                            
                            
                            
                            -
                            
                            
                            
                            74Maine
      Hydro
                            
                            
                            -
                            
                            
                            
                            74
                            
                            
                            
                            38
                            
                            
                            
                            -Trust
      IV
                            
                            
                            2,570
                            
                            
                            
                            26
                            
                            
                            
                            -
                            
                            
                            
                            -NEH
                            
                            
                            309
                            
                            
                            
                            30
                            
                            
                            
                            -
                            
                            
                            
                            -Other
      affiliates
                            
                            
                            226
                            
                            
                            
                            262
                            
                            
                            
                            -
                            
                            
                            
                            -Total
                            
                            $
                            3,148
                            
                            
                            $
                            1,173
                            
                            
                            $
                            184
                            
                            
                            $
                            325
  9.   SUBSEQUENT
EVENT
 
 The Trust
distributed $11,622 to the holders of its Investor Shares in the first quarter
of 2009.
      F-17