Table of
Contents





UNITED STATES


SECURITIES AND EXCHANGE
COMMISSION


WASHINGTON,DC20549





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 endedDecember 31, 2007


or





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




For the transition period from ________
to _______





Commission file
number:  0-24143





RIDGEWOODELECTRIC POWER TRUST
V


(Exact Name of Registrant as Specified
in Its Charter)


Delaware
            
            22-3437351(State or Other Jurisdiction
      of
              Incorporation or
      Organization)
            
            (IRS Employer Identification
      Number)





1314 King Street,Wilmington,DE19801(Address of Principal Executive
      Offices, including Zip Code)





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





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





None




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





Investor Shares of Beneficial
      Interest(Title of
      Class)





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





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





Indicate by check mark whether the
registrant (1) has filed all reports required to be filed by Section 13 or 15(d)
of the Securities Exchange Act of 1934 during the preceding 12 months (or for
such shorter period that the Registrant was required to file such reports), and
(2) has been subject to such filing requirements for the past 90
days. YesxNoo




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





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




Large accelerated fileroAccelerated fileroNon-accelerated
fileroSmaller reporting
companyx


(Do
not check if a smaller reporting company)





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




There is no market for the Investor
Shares. The number of Investor Shares outstanding at January 31, 2008 was
932.8875.




Table of Contents




FORM
10-K




TABLE OF CONTENTS





PART I


PageItem 1.
            Business
            1Item 1A.
            Risk Factors
            7Item 1B.
            Unresolved Staff Comments
            11Item 2.
            Properties
            11Item 3.
            Legal Proceedings
            11Item 4.
            Submission of Matters to a Vote of Security
      Holders
            12PART
      IIItem 5.
            Market for Registrant’s Common Equity, Related Security Holder
      Matters and
              Issuer Purchases of Equity Securities
            12Item 6.
            Selected Financial Data
            12Item 7.
            Management’s Discussion and Analysis of Financial Condition and
      Results of Operations
            13Item 7A.
            Quantitative and Qualitative Disclosures About Market
      Risk
            16Item 8.
            Financial Statements and Supplementary Data
            16Item 9.
            Changes in and Disagreements with Accountants on Accounting and
      Financial Disclosure
            16Item 9A.
            Controls and Procedures
            16Item 9B.
            Other Information
            17PART
      IIIItem 10.
            Directors, Executive Officers and Corporate
      Governance
            17Item 11.
            Executive Compensation
            19Item 12.
            Security Ownership of Certain Beneficial Owners and Management
      and Related Stockholder Matters
            20Item 13.
            Certain Relationships and Related Transactions, and Director
      Independence
            20Item 14.
            Principal Accountant Fees and Services
            22PART
      IVItem 15.
            Exhibits and Financial Statement Schedules
            22SIGNATURES
            25




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
changes in political and economic conditions, federal or state regulatory
structures, government mandates, the ability of customers to pay for energy
received, supplies and prices of fuels, operational status of generating plants,
mechanical breakdowns, volatility in the price for electric energy, natural gas,
or renewable energy. Additional information concerning the factors that could
cause actual results to differ materially from those in the forward-looking
statements is contained in Item 1A. “Risk Factors” and Item 7.
“Management’s Discussion and Analysis of Financial Condition and Results of
Operations”, and elsewhere in this Annual Report on Form 10-K. The Trust
undertakes no obligation to publicly revise any forward-looking statements or
cautionary factors, except as required by law.




PART I




ITEM 1.  BUSINESS





Overview





Ridgewood Electric Power Trust V (the
“Trust”) is aDelawaretrust formed on March 14, 1996
primarily to make investments in projects and businesses in the energy and
infrastructure sectors both in theUSand abroad.  Ridgewood
Renewable Power LLC (“RRP” or the “Managing Shareholder”), aNew Jerseylimited liability company, is the
Managing Shareholder. As the Managing Shareholder, RRP has direct and exclusive
control over the management and operations of the Trust.





The
Trust has focused primarily on small-scale electricity generation projects using
renewable sources of fuel and on water treatment facilities in remote locations
serving hotel resort developments. These projects allow the Trust to develop
secure long-term positions in attractive specialty markets for products and
services provided by its projects and companies. As of December 31, 2007, the
projects in which the Trust had investments were located in theUnited
StatesandEgypt.
As of that date, the Trust had investments in biomass-fueled electricity
generating projects in the US with total generating capacity of 49 megawatts
(“MW”), 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
29,100 cubic meters (approximately 7.7 million gallons) of potable water per day
and electricity generating capacity of 23.8MW.The
Trust previously owned landfill gas fired electric projects located in theUnited
Kingdom,
which were sold in February 2007.





The Managing Shareholder
announced that it intends to market the Trust’s water desalinization, biomass
and hydro-electric projects for sale. These assets represent the remaining
investments of the Trust. As of the
date of this filing, the Managing Shareholder is evaluating multiple non-binding
bids for the acquisition of the biomass projects. The Managing Shareholder
cannot project the timing of this sale process or that any sales will
occur.





The Trust initiated its private
placement offering in April 1996 selling whole and fractional shares of
beneficial interests of $100,000 per share (“Investor Shares”). There is no
public market for Investor Shares and one is not likely to develop. In addition,
Investor Shares are subject to significant restrictions on transfer and resale
and cannot be transferred or resold except in accordance with the Trust’s
Declaration of Trust (“Declaration of Trust”) and applicable federal and state
securities laws. The offering was concluded in April 1998 and raised
approximately $93 million. After payment of offering fees, commissions and
investment fees, the Trust had $76 million for investments and operating
expenses. As of January 31, 2008, the Trust had 932.8875 Investor Shares
outstanding, held by 1,817 shareholders.





Managing Shareholder




RRP, via a predecessor corporation, was
founded in 1991 by Robert E. Swanson. As the Managing Shareholder, RRP has
direct and exclusive control over the management of the Trust’s operations. With
respect to project investments, RRP locates potential projects, conducts
appropriate due diligence and negotiates and completes the transactions in which
the investments are made by the Trust.


1
 Table of Contents




In addition, 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 and handles
relations with the shareholders, including tax and other financial information.
RRP also provides the Trust with office space, equipment and facilities and
other services necessary for its operation.




As compensation for its management
services, the Managing Shareholder is entitled to (i) an annual management fee,
payable monthly, equal to 2.5% of the total capital contributions made by the
Trust’s shareholders, and (ii) a 20% interest in the cash distributions made by
the Trust in excess of certain threshold amounts expressed in terms of
shareholder returns. The Managing Shareholder is also entitled to receive
reimbursement from the Trust for operating expenses incurred by the Trust, or on
behalf of the Trust and paid by RRP, as the Managing Shareholder. RRP has
arranged for administrative functions required to be performed for the Trust to
be performed by an affiliate, Ridgewood Power Management LLC (“RPM”), and at
RPM’s costs, 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, 2007 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
            Structure2IIndeck Maine3
            2
      locations
            25%
            Owned
            Electricity
              generation
            Industrial
              compoundRidgewoodEgypt4
            19
      locations
            14.1%
            Leased
            1 – Power
      only
              10 – Water
      only
              8 – Water &
      power
            Block/slabMaineHydro5
            14
      locations
            50%
            Owned
            Hydro-electric
              generation
            Integral to
      river
              damsUS Hydro6
            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
            Co-owned with Ridgewood Electric
      Power Trust IV (“Trust IV”) (25%) and Indeck Energy Services LLC
      ("Indeck"), an unaffiliated entity (50%). Both plants are located inMaine.




4
            Co-owned with The Ridgewood Power
      Growth Fund (“Growth Fund”) (68.1%) and the RidgewoodEgyptFund (“EgyptFund”) (17.8%). All Egyptian
      sites are located on or near theRed Sea.




5
            Co-owned with Trust IV (50%). All
      sites are located inMaine.




6
            Co-owned with the Growth Fund
      (70.8%). Six US Hydro sites are located on the Eastern Seaboard of theUnited
      Statesand one inCalifornia.




IndeckMaine





In June 1997, the Trust and Trust IV
(collectively the “Ridgewood Indeck Investors”) purchased equal portions in a
preferred membership interest in Indeck Maine Energy, L.L.C., an Illinois
limited liability company (“Indeck Maine”) that owns two electric power
generating stations fueled by clean wood biomass at West Enfield and Jonesboro,
both inMaine. Indeck, an entity unaffiliated with
the Trust, owns the remaining membership interest in IndeckMaineand was the seller in the June 1997
transaction. Ridgewood Indeck Investors have a preferred membership interest
entitling them to receive all net cash flow from operations each year until they
receive an 18% annual cumulative return on their capital contributions to IndeckMaine.


2
 Table of Contents




From January 1998 through June
2005, Ridgewood Indeck Investors in IndeckMaineloaned an aggregate of approximately
$8.2 million to IndeckMaine, in proportion to their ownership
interests.





Each of the Indeck Maine projects has a
capacity of 24.5MW and each uses a steam turbine to generate electricity. The
plants were commissioned in November 1987 and use wood chips, bark, tree limbs
and tops and other forest-related biomass as fuel. The Indeck Maine projects are
members of the New England Power Pool (“NEPOOL”) and have historically sold
their output to the ISO New England, a regional transmission organization
serving theNew
Englandstates. In
September 2007, IndeckMainewas awarded a six-month contract to
supply electricity to a specified segment of theMaineelectricity consumers market. An amount
of electricity equal to approximately 50% of the output of the plants during the
period of the contract was sold and delivered pursuant to this award. The
contract expired at the end of February 2008.





In 1997, Massachusetts enacted the
Electric Restructuring Act of 1997 (the “Restructuring Act”), which among other
things, requires that all retail electricity suppliers in Massachusetts (i.e.
those entities supplying electric energy to retail end-use customers in
Massachusetts) purchase a minimum percentage of their electricity supplies from
qualified new renewable generation units powered by one of several renewable
fuels, such as solar, biomass or landfill methane gas. Beginning in 2003, each
such retail supplier must obtain at least one percent of its supply from
qualified new renewable generation units. Each year thereafter, the requirement
increases one-half of one percentage point until 2009, when the requirement
equals four percent of each retail supplier’s sales in that year. Subsequent to
2009, the increase in the percentage requirement will be determined and set by
the Massachusetts Division of Energy Resources (“DOER”).





IndeckMaineand
several of its affiliates have an agreement with a power marketer for which
they are committed to sellRenewable Portfolio Standards and certain
other environmental attributes (“RPS Attributes”)derived from their electricity generation.  The agreement provides
such power marketer with six separate annual options to purchase such attributes
from 2004 through 2009 at fixed prices, as defined.  If IndeckMaineand its affiliates fail to supply the required number of RPS Attributes,
penalties may be imposed. In accordance with the terms of the agreement, if
the power marketer elects to exercise an annual option and Indeck Maine and its
affiliates produce insufficient RPS Attributes for such option year, Indeck
Maine and its affiliates face a penalty, which is adjusted annually for the
change in the consumer price index, among other things, of up to approximately
$3.8 million, measured using factors in effect at December 31, 2007, for that
option year and any other year in which an option has been exercised and
insufficient RPS Attributes have been produced. Pursuant to the agreement,
IndeckMaineis liable for 70% of the total penalty, but may be liable up to 100% in the
event of a default of its affiliates. The power marketer exercised its option to
purchase 2008 RPS Attributes. In 2007,
Indeck Maine satisfied and delivered RPS Attributes as prescribed in the
agreement and, therefore, no penalties were
incurred.




Indeck
Maine qualifies for Section 45 federal tax credits. The federal tax credit
eligibility of the projects is expected to continue until the fourth quarter of
2009.





RidgewoodEgypt





In 1999, the Trust and the Growth Fund
jointly formed and funded Ridgewood Near East Holdings LLC (“NEH”) to develop
electric power and water purification plants for resort hotels along the Red Sea
inEgypt. In 2000, Growth Fund made additional
investments and acquired majority ownership of NEH, which wholly owns RidgewoodEgyptFor Infrastructure, LLC (Egypt) (“REFI”). In 2001, the Egypt Fund, an
affiliate of the Growth Fund and the Trust, made contributions to NEH in
exchange for a minority interest.





In December 2001, NEH, through REFI,
purchased a 28% equity interest in Sinai For Environmental Services S.A.E.
(“Sinai”), which owns a 5,500 cubic meters (1.5 million gallon) per day water
desalinization plant inEgypt. 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 bringing its
total ownership to 66.4%.





The facilities of REFI source feedwater
from shallow wells or directly from theRed Seaand use reverse osmosis filtration to
produce potable water for sale. Certain of the facilities of REFI are located at
or adjacent to their hotel customers’ sites while others are stand-alone
facilities that deliver product water by pipeline. The facilities of REFI are
modular and mobile and can be relocated to accommodate shifts in demand. As of
December 31, 2007,REFI
owns one project that supplies only electricity, ten that provide only potable
water and eight that provide both water and electricity generation. The projects generally sell their
output under contracts and other arrangements at prevailing market rates. REFI has the capacity to
make 23,600 cubic meters (approximately 6.2 million gallons) per day of potable
water and 23.8MW of electricity. As a matter of operational management, REFI has
a practice of continual evaluation of its projects and relocates capacity
between locations in order to meet changes in demand from its customers. The
electricity generating capacity of REFI is used primarily by its own water
treatment plants thereby displacing electricity the water plants would otherwise
have to purchase from third parties. This arrangement helps REFI control costs
and increase reliability. The business of REFI is managed and operated by
employees of REFI, with its main office located inCairo,Egypt.


A portion
of the assets of Sinai are collateral for a Sinai bank term loan
facility.


3
 Table of Contents





MaineHydro





In August 1996, the Trust and 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 inMainefrom CHI Energy, Inc. for $13.4
million. The projects acquired have a combined 11.3MW of generating capacity and
are operated under contract by RPM on an at-cost basis.





The 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 expire at the end of 2008 and
one each expires in 2014 and 2017. As the contracts expire, the affected
projects expect to sell their output on the wholesale power
market.





US
Hydro





As a result of transactions with
Synergics, Inc., that occurred from April 2000 through November 2002, the Trust
and the Growth Fund acquired seven hydro-electric generating facilities with
15MW of generating capacity and notes receivable to be repaid from the output of
an additional project with 4MW of generating capacity.US Hydro has since
reached a settlement eliminating the notes receivable.





As of December 31, 2007, four projects
sold their electric output to local utilities pursuant to power contacts and
three sold electric output at open market prices. Of the seven projects, three
are located inVirginia; two are inNew York, one inCaliforniaand one inRhode Island. The projects are managed by RPM under
an operations and maintenance agreement that provides for US Hydro to pay the
actual cost of project operations and maintenance along with an allocation of
actual overhead to provide for administrative services.





RidgewoodUK




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.




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 and ROC III (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 (the “Sale”) of all of the issued and
outstanding shares of CLP (the “Shares”). Under the Sale Agreement, the Buyer
acquired (i) 100% of Shares from RUK and Arbutus, and (ii) substantially all of
the assets (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.





The Sellers gave a number of warranties
and indemnities to the Buyer in connection with theSalethat it considered typical of such
transactions. Should there be a breach of the warranties or should an
indemnifiable event occur, the Buyer could make claims against the Sellers,
including the Trust. Management of the Trust does not believe there is a
material likelihood that such a claim will arise or that, should such a claim
arise, the Trust would incur a material liability. This belief is based, in
part, on the Sellers having purchased warranty and indemnity insurance to
minimize such risk. There are no current plans to reserve or provide an escrow
for the contingent liabilities represented by these warranties and indemnities.
As of the date of this filing, the Trust is not aware of any such
claims.


4
 Table of Contents




Project Feedstock/Raw
Materials





Each project of the Trust converts 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 theRed Seaitself 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 theRed Seaor 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 inEgyptand are readily available. In other
cases, electricity is purchased either from the local electricity grid or from
the on-site generation of REFI’s hotel customers. In cases where a project
purchases electricity from a host hotel or customer, the value of the
electricity is deducted from the price of water purchased by the customer. These
are negotiated transactions that reflect prevailing market rates for the
commodities involved. About 65% of the capacity of the REFI projects generate
their own electricity and the remainder purchase electricity from third parties.
TheEgyptprojects do not maintain material
amounts of either raw materials or product water
inventories.




The two
plants of Indeck Maine use wood chips, bark, tree limbs and tops and other
forest-related biomass as fuel, which is burned in circulating fluidized bed
boilers to make steam which drives turbine generators. This fuel supply is
obtained using a systematic procurement effort from a large number of local
suppliers. These suppliers are active participants in the Maine regional
wood products industry.




The Trust’s hydro-electric projects are
all located on, and are integral parts of, dams on river ways. Of
the twenty-one projects of the Trust, eighteen are considered
run-of-river, meaning that they generate such electricity as the natural flow of
the river will produce with little or no ability to alter its flow rate or store
water up-river of the dam. Output of these projects (and hence revenue) is
characterized by high degrees of variability and seasonality. The other three
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.





Competition





Since IndeckMainehas historically sold output in its
wholesale markets, competition is focused on wood supplies as the projects
compete mostly with non-power generation businesses like paper and lumber
companies for forest material. This competition is based on price, consistency
of demand and relationships with suppliers. The Indeck Maine projects also
compete for this material, in part, by their ability to use clean biomass that
is waste-wood in certain other applications. Also, there are geographic limits
to this competition because this clean biomass can only be economically
transported over relatively short distances. Beginning in 2006, IndeckMainehas competed in the market to deliver
electricity to final customers through supply auctions. Success in such auctions
is based largely on price, reliability and financial strength.Indeck
Maine competes with other renewable energy producers for the sale of its RPS
Attributes.




Competition in the market for providing
potable water to hotel resort developments is primarily driven by obtaining
supply agreements and the rights to locate on the site of a customer. Secondary
competitive factors are price, service and reliability of supply.Once a
supply relationship has been established with a customer, 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.




5
 Table of Contents




Seasonality/Weather
Effects




Ground conditions in the tree harvesting
areas that the Indeck Maine projects look to for fuel can have a considerable
impact on the price, quality and availability of that fuel. During periods of
spring and fall rains and during periods of spring thaw, fuel suppliers may not
have suitable access to tree-harvesting areas for the purpose of bringing fuel
out of those areas. Also, fuel collected during these times tends to have a
higher moisture content which reduces its value as a fuel.The prices
received by Indeck Maine for its electricity output follow seasonal demand
trends so that prices tend to be lower in the moderate spring and fall and
higher in the winter and summer when demand for heating and cooling
increases.




Demand for the output of theEgyptprojects is largely driven by the
occupancy levels of the hotel customers for the projects and the occupancy rates
for hotels in theRed
Seatourist areas are
subject to highly seasonal patterns. The high season forRed Seatourism 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.





Indeck
Maine qualifies for incentives because ofits use of renewable fuel,
as described under “Projects and Properties – Indeck
Maine”, above.




At the inception of NEH business, there
was little development or development infrastructure along theRed Seaand 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 underQualifying 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.





Financing
Arrangements




The Trust uses debt to finance certain
of the acquisitions and the operation of certain of its investments. Such
financing arrangements are specific to the investment financed and are made at
the operating company level. These financing arrangements are non-recourse to
the Trust and the Trust provides no guarantees of the amounts borrowed under
such financing arrangements.





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.


6
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Offices




The principal office of the Trust is
located at1314 King
Street,Wilmington,Delaware,19801and its phone number is 302-888-7444.
The Managing Shareholder’s principal office is located at947 Linwood Avenue,Ridgewood,New Jersey,07450and its phone number is
201-447-9000.




ITEM 1A. RISKFACTORS




In addition to the other information set
forth elsewhere in this report, you should carefully consider the following
factors when evaluating the Trust:





RISKS INHERENT IN THE
BUSINESSES OF THE TRUST




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.




IndeckMainederives a significant portion of its
income from renewable energy incentive programs sponsored by state governments.
Should states reduce, eliminate or change the compliance requirements for these
programs such changes could have a materially adverse impact on the financial
performance of the Trust’s investment in IndeckMaine.





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 costs at the affected projects or prevent certain projects from
operating.





The
Trust’s projects sell at open market prices and could be adversely impacted by
unfavorable changes in market prices.




Indeck
Maine sells electricity at open market prices as do portions of the Trust’s
hydro-electric projects. If market prices for electricity fall sufficiently,
these projects may not be able to operate profitably.  Indeck Maine also
sells a portion of the RPS Attributes it produces at market prices. These market
prices are highly dependent on the available supply of RPS Attributes. The
supply of available RPS Attributes is anticipated to increase in the coming
years. If this increase in supply results in a decrease in the market prices for
RPS Attributes, such a decline would impact the profitability of Indeck Maine,
and, if severe enough, could result in a suspension of its
operations.




The Trust’s biomass business can be
affected by factors including weather and business conditions in other
industries.




Greater than normal amounts of rain or
snowfall, while benefiting hydro-electric projects of the Trust, could adversely
affect the ability of suppliers to provide wood fuel to the Indeck Maine
projects, which could result in increased supply costs. Conversely, moderate
weather could adversely affect the prices IndeckMainereceives for its electricity
generation. As a result, the projects could have to reduce production, or
alternatively, suspend operations. Changes in conditions of the paper, lumber or
other wood-products industries in the area of the plants could increase
competition for the material used by the Indeck Maine projects for fuel. Such a
circumstance could adversely impact operations of the projects by reducing
availability of fuel to the plants or by increasing the cost of
fuel.




The Trust’s investment in the Egyptian
water desalinization business depends on the willingness and ability of tourists
to travel to the EgyptianRed Searesort areas. Factors that reduce that
tourism, including acts of terrorism, could have an adverse impact on the
business of the Trust.




REFI serves remote hotel resort
communities that depend on the willingness and ability of tourists to make
discretionary journeys to the Egyptian Red Sea areas. Factors decreasing the
willingness or ability of tourists to make these journeys will reduce the demand
for the output of the water projects of the Trust. These factors include, but
are not limited to, acts of terrorism, the cost of travel to the area and
general tourism industry trends. The resort areas ofEgypthave 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.


7
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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 theUnited Statesthat can be affected by events beyond
the Trust’s control.




The Trust has a significant investment
inEgypt. 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 theUnited 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 operations of the Trust have limited
capital and have limited access to new capital.




The Trust’s investments, but not the
Trust itself, utilize 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 operations of the Trust may
experience competitive price pressure and competition for project development
opportunities.




Competition for new project
opportunities is based largely on price, service and reliability. While it is
difficult to displace the existing projects of the Trust from their customers,
competition exists for new projects and this competition may, in some
circumstances, drive down the prices of the products and services offered by the
Trust’s projects or drive up the costs of its feedstock
resources.




The Trust may experience delays and cost
overruns in the development of new projects.




As an integral part of its Egyptian
businesses, the Trust identifies, develops and constructs new projects. These
processes are inherently uncertain and prone to unforeseen delays and costs
which can adversely impact the revenues, expenses and cash flow of the Trust by
making completed projects less economically attractive than they were expected
to be at the time a commitment was made to building the project. This can also
result in the abandonment or liquidation of projects prior to
completion.




The projects of the Trust depend on the
near-continuous operation of their equipment. Should the productivity of some or
all of this equipment be compromised or should the equipment fail altogether,
the Trust would be adversely affected. The Trust may also experience difficulty
in hiring qualified operating personnel.




The primary equipment of the Trust
includes mechanical fuel handling systems, circulating fluidized bed boilers,
turbine generator sets, reverse osmosis water purification equipment,
reciprocating engine generator sets 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 affected project or projects from
delivering its electricity. In addition, the Trust may experience price
increases for, or difficulty in obtaining, spare parts for its projects and in
identifying and hiring personnel qualified to operate, maintain and repair the
specialized equipment that make up parts of its projects.





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.


8
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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 severe
restrictions on transferability and liquidity and shareholders are required to
hold the shares indefinitely.




The Trust’s shares are illiquid
investments. There is currently no market for these shares and one is not likely
to develop. Because there may be only a limited number of persons who purchase
shares and because there are significant restrictions on the transferability of
such shares under the Trust’s Declaration of Trust and under applicable federal
and state securities laws, it is expected that no public market will develop.
Moreover, neither the Trust nor the Managing Shareholder will provide any market
for the shares. Shareholders are generally prohibited from selling or
transferring their shares except in the circumstances permitted under the
Declaration of Trust and applicable law, and all such sales or transfers require
the Trust’s consent, which it may withhold at its sole discretion. Accordingly,
shareholders have no assurance that an investment can be transferred and must be
prepared to bear the economic risk of the investment
indefinitely.





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.


9
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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 of the Trust. 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.





TAX RISKS ASSOCIATED WITH AN INVESTMENT
IN SHARES




The Trust is organized as aDelawaretrust 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 taxableincome, 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.







10
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Although the Trust has obtained an
opinion of counsel regarding the matters described in the preceding paragraph,
it will not obtain a ruling from the IRS as to any aspect of the Trust’s tax
status. The tax consequences of investing in the Trust could be altered at any
time by legislative, judicial, or administrative action.




If the IRS audits the Trust, it could
require investors to amend or adjust their tax returns or result in an audit of
their tax 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 August 16, 2006, the Trust and
several affiliated entities, including the Managing Shareholder, filed a lawsuit
against the former independent registered public accounting firm for the Trust
and several affiliated entities, Perelson Weiner LLP (“Perelson Weiner”), in New
Jersey Superior Court. The suit alleged professional malpractice and breach of
contract in connection with audit and accounting services performed for the
Trust and the other plaintiffs by Perelson Weiner. On October 20, 2006, Perelson
Weiner filed a counterclaim against the Trust and the other plaintiffs, alleging
breach of contract due to unpaid invoices in the total amount of approximately
$1,188,000. Discovery is ongoing and no trial date has been set. The cost and
expenses of the litigation are being paid for by the Managing Shareholder and
affiliated management companies and not the underlying investment fund,
including the Trust.





On December 30, 2005, an investor in the
Trust and entities affiliated with the Trust, Paul Bergeron, on behalf of
himself and as Trustee for the Paul Bergeron Trust (the “Plaintiff”), filed a
Complaint in Suffolk Superior Court, Commonwealth of Massachusetts,Paul
Bergeron v. Ridgewood Electric Power Trust V,et
al., Suffolk Superior Court, Docket No.
07-1205 BLS1 (“Bergeron I”).  The action was brought against, among
others, the Managing Shareholder and persons who are or were officers of the
Managing Shareholder alleging violations of the Massachusetts Securities Act, as
well as breach of fiduciary duty, fraud, breach of contract, negligent
misrepresentation and unjust enrichment, all related to a set of alleged facts
and allegations regarding the sale of securities of funds (including the Trust)
managed by the Managing Shareholder or affiliates of the Managing Shareholder
which were sold in private offerings and the operation of those funds subsequent
to the sale.  The Plaintiff is seeking damages of $900,000 plus
interest and other damages to be determined at trial.




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


11
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On March 20, 2007, the Plaintiff
commenced a derivative action, in Suffolk Superior Court,CommonwealthofMassachusetts.Paul
Bergeron v. Ridgewood Electric Power Trust V,et
al.,SuffolkSuperior Court, Docket No. 07-1205 BLS1
(“Bergeron II”).  The Plaintiff joined the Trust and affiliated
entities, including the Managing Shareholder and a person who is an officer of
the Managing Shareholder, alleging that the allocation of the proceeds from the
sale of certain assets of the Trust and affiliated entities to an unaffiliated
entity was unfair and sought an injunction prohibiting the distribution to
shareholders of such proceeds. For a description of the sale transaction,
see Item 1. “Business – Projects and Properties -RidgewoodUK”. The Superior Court denied the
request bythe Plaintiff for an injunction.  The case was then
removed by the defendants to the same District Court as Bergeron I, but the
District Court remanded the case to Massachusetts Superior Court on July 5,
2007, where it is presently pending. On February 29, 2008, the Plaintiff filed
an amended complaint in Bergeron II adding two additional investors, one in the
Trust and one in Growth Fund, as additional plaintiffs. On March 12, 2008, the
defendants’ Motion to Dismiss Bergeron as a plaintiff in the Bergeron II matter
due to potential conflicts he has with the Bergeron I matter was denied by the
Superior Court. Discovery 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.





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




None.





PART II





ITEM 5.  MARKET
FOR REGISTRANT’S COMMON EQUITY, RELATED SECURITY HOLDER MATTERS AND ISSUER
PURCHASES OF EQUITY SECURITIES




Market Information




There has never been an established
public trading market for the Trust’s Investor Shares.




Holders





As of January 31, 2008, there were 1,817
holders of Investor Shares.





Dividends





Trust distributions for the years ended
December 31, 2007 and 2006 were as follows (in thousands, except per share
data):





2007
            
            
            2006Distributions to
      Investors
            
            $
            29,092
            
            
            $
            3,296Distributions per
      Investor Share
            
            
            31,185
            
            
            
            3,532Distributions to Managing
      Shareholder
            
            
            5
            
            
            
            33





ITEM 6.  SELECTED FINANCIAL DATA





Not required.


12
 Table of Contents




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 aDelawaretrust formed on March 14, 1996
primarily to make investments in projects and businesses in the energy and
infrastructure sectors both in theUSand abroad. RRP, aNew Jerseylimited liability company, is the
Managing Shareholder. As the Managing Shareholder, RRP has direct and exclusive
control over the management and operations of the Trust.





The Trust has focused primarily on
small-scale electricity generation projects using renewable sources of fuel and
on water treatment facilities in remote locations serving hotel resort
developments. As of December 31, 2007, the projects in which the Trust has
investments were located in theUnited StatesandEgypt. As of that date, the Trust had
investments in biomass-fueled electricity generating projects in the US with
total generating capacity of 49MW, 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 29,100 cubic meters (approximately 7.7 million gallons) of
potable water per day and electricity generating capacity of 23.8MW. The Trust
previously owned landfill gas-fired electric projects located in theUnited Kingdom, which were sold in February
2007.




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, its 14.1% interest in NEH, its 25% interest
in Indeck Maine and its 50% interest in Maine Hydro, which are accounted for
under the equity method of accounting, as the Trust has the ability to exercise
significant influence, but does not control, the operating and financial
policies of these investments.





The Trust owns a 69.6% interest in RUK
and the remaining 30.4% minority interest is owned by the Growth Fund. The
interests of the Growth Fund are presented as minority interest in the
consolidated financial statements of the Trust.





In
February 2007, RUK completed the Sale of its Shares of CLP. The Trust will
present the results of operations of CLP as discontinued operations in all
financial statements of the Trust filed with the SEC for as long as relevant.
 Based on the Trust’s accounting for its investments, all historical
operating revenues and cost of revenues of the Trust have been derived from the
CLP operations. In addition, all previously recorded book value of plant and
equipment and debt was attributable to CLP. As a result, on an ongoing basis,
the Trust does not anticipate having any reported revenues.





The Trust’s projects derive their
revenue primarily from the sale of generated electricity and sales of related
RPS Attributes. For the year ended December 31, 2007, IndeckMainederived 40% of its2007 annual revenues, or $14.4 million,
from the sale of RPS Attributes.The Trust is anticipating an increase in
the coming years in the available supply of RPS Attributes. If this increase in
supply has an adverse affect on prices for these attributes, profitabilityat IndeckMainewould decline, and, if severe enough,
could result in a suspension ofitsoperations.





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





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 theUnited
States of America.
In preparing these financial statements, the Trust is required to make certain
estimates, judgments and assumptions. These estimates, judgments and assumptions
affect the reported amounts of the Trust’s assets and liabilities, including the
disclosure of contingent assets and liabilities, at the date of the financial
statements and the reported amounts of the Trust’s revenues and expenses during
the periods presented. The Trust evaluates these estimates and assumptions on an
ongoing basis. The Trust bases its estimates and assumptions on
historical experience and on various other factors that the Trust
believes to be reasonable at the time the estimates and assumptions are made.
However, future events and their effects cannot be predicted with absolute
certainty. Therefore, the determination of estimates requires the exercise of
judgment. Actual results may differ from these estimates and assumptions under
different circumstances or conditions, and such differences may be material to
the financial statements. The Trust believes the following critical accounting
policies affect the more significant estimates and judgments in the preparation
of the Trust’s consolidated financial statements.




13
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Management Fee





The Trust is charged management fees
from its Managing Shareholder. Unpaid management fees accrue interest at 10% per
annum. The Managing Shareholder has periodically waived its right to receive a
portion of the fees and related interest as well as various professional service
fee reimbursements. Any waived management fees, interest or reimbursements are
deemed capital contributions at the time of waiver. The shareholders of the
Trust other than the Managing Shareholder are allocated 99% of each contribution
and the Managing Shareholder is allocated 1% so that the amount of the
contribution allocated offsets the allocation of the recorded
expense.





Results of
Operations





General and administrative expenses
increased by $0.4 million, from $0.9 million in 2006 to $1.3 million in 2007.The increase was primarily attributable to increases in professional
fees. During 2007, the Managing Shareholder waived its right to receive $1.4
million in professional fee reimbursement.





The management fee due to the Managing
Shareholder was $2.3 million for both 2007 and 2006. The management fee to the
Managing Shareholder is for certain management, administrative and advisory
services, office space and other facilities provided to the Trust.In
2007, the Managing Shareholder waived its right to receive $1.2 million of the
management fees for 2007, including related accrued interest.





In 2007, the Trust recorded a decrease
in equity income of $0.7 million from its investment in Maine Hydro from $1
million in 2006 to $0.3 million in 2007. Thedecrease in equity income was primarily
the result of a decrease in revenues resulting from lower levels of
precipitationin
2007.




In
2007, the Trust recorded an increase in equity income of $0.3 million from its
investment in IndeckMainefrom
$0.6 million in 2006 to $0.9 million in 2007.The increase in equity
income was primarily due to an increase in gross profit resulting from higher
production and electricity prices in 2007.




In 2007, the Trust recorded a decrease
in equity income from its investment in US Hydro from $0.4 million in 2006 to
$27,000 in 2007. The decrease in equity income was primarily due tolower outputs resulting from lower levels of precipitation and an
increase in professional fees expense, partially offset by an increase in income
tax benefit in 2007 as compared to 2006.





Interest
income increased by $0.4 million, from $0.4 million in 2006 to $0.8 million in
2007. This increase was to the result of higher cash and cash equivalent
balances in the 2007 period due to the proceeds from the Sale of
CLP.





During
the first quarter of 2007, RUK
completed theSaleof 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, 2007, the Trust had cash
and cash equivalents of $6.9 million, an increase of $6.5 million from December
31, 2006. The cash flows for 2007 were $6.1 million provided by operating
activities, $67.6 million provided by investing activities, $67.2 million used
in financing activities and a $20,000 negative effect of foreign exchange on
cash and cash equivalents.




In 2007, the Trust’s operating
activities generated cash of $6.1 million compared to $13.4 million in 2006, a
decrease of $7.3 million. While loss from continuing operations in 2007 was $1.4
million compared to $0.8 million in 2006, the operations for 2006 generated
additional cash flow as the 2006 results included $9.1 million of depreciation
expense and asset impairments compared to $0.6 million for 2007. Additionally,
in 2006, there was a $1 million distribution from US
Hydro.


14
 Table of Contents




In 2007,
investing activities provided $67.6 million compared to cash used of $9 million
in 2006, an increase of cash inflow of $76.6 million. The increase in cash from
investing activities in 2007 was due to the proceeds of $68 million received
from the Sale of CLP and a decrease of $9.2 million in capital expenditures from
2006 to 2007.





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 creditand $0.8 million used for capital lease
obligations. In 2006, the Trust used $5.4 million of cash in financing
activities, which represents $2 million used for repayments of a term loan, $3.4
million of cash distributions to shareholders and minority interest and $2.2
millionused for capital lease obligations. The 2006 usage was partially offset by
$2.2 million in borrowings under a revolving credit facility to provide working
capital in 2006.





Future Liquidity and Capital Resource
Requirements




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





Off-Balance Sheet
Arrangements




None.





Contractual Obligations and
Commitments





None.





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





SFAS 157





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





SFAS 159





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


15
 Table of Contents




SFAS 160





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





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




Under the
supervision, and with the participation of the Trust’s management, including its
Chief Executive Officer and Chief Financial Officer, the Trust evaluated the
effectiveness of the design and operation of disclosure controls and procedures
(as defined in Rule 13a-15(e) of the Exchange Act) as of the end of the
period covered by this Annual Report on Form 10-K.




The Trust
previously reported the following material weaknesses:




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




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





During
the fourth quarter of 2007, the Trust expanded its disclosure controls and
procedures. The Trust documented many of its existing informal procedures,
established a compliance-focused disclosure committee, formalized monthly
closing procedures and implemented a corporate whistleblower policy, and
improved corporate oversight over the Trust’s Egyptian operations. Management of
the Trust believes that it has corrected the weakness regarding inadequate
record retention.





As of
December 31, 2007, the Trust was still delinquent in its filings with the SEC.
Additionally, while improvements in disclosure controls and procedures were
noted, there were year-end accounting entries, that while properly recorded
prior to the publication of the Trust’s consolidated financial statements, were
not identified and processed in a timely manner. As a result, the Trust’s Chief
Executive Officer and Chief Financial Officer concluded that, as of the end of
the period covered by this report, the Trust’s disclosure controls and
procedures were not effective.


16
 Table of Contents




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 generally accepted
accounting principles.





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, 2007.  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.





While no
material weaknesses were noted during their assessment using those criteria, it
was noted that many of the Trust’s current disclosure procedures and controls
were only recently put into place and were not operational during the entire
year. Based on this, the Trust has not sufficiently demonstrated compliance with
its procedures related to internal control over financial reporting.
Accordingly, management of the Trust concluded that as of December 31,
2007, the Trust’s internal control over financial reporting was not effective.
To mitigate the impact of this lack of effective internal control over financial
reporting, the Trust’s Chief Executive Officer and Chief Financial Officer
expanded their review of the disclosures contained in this Form 10-K by
reviewing additional supporting materials and conducting interviews of
management.





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, as amended) that occurred during the quarter
ended December 31, 2007 that has materially affected, or is reasonably likely to
materially affect, the Trust’s internal control over financial
reporting.





ITEM 9B.  OTHER INFORMATION




None.




PART III





ITEM 10.  DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE
GOVERNANCE




The Trust’s Managing Shareholder, RRP,
was originally founded in 1991. The Managing Shareholder has very broad
authority, including the authority to elect executive officers of the
Trust.




Each of the executive officers of the
Trust also serves as an executive officer of the Managing Shareholder. The
executive officers of the Trust are as follows:





Name,
      Age and Position with Registrant
            Officer
      SinceRandall
      D. Holmes, 60President and Chief Executive
      Officer
            2004Robert E.
      Swanson, 60Chairman
            1997Jeffrey
      H. Strasberg, 50Executive Vice President and Chief
      Financial Officer
            2007Daniel V.
      Gulino, 47Senior Vice President, General
      Counsel and Secretary
            2000


17
 Table of Contents




Set forth below is the name of and
certain biographical information regarding the executive officers of the
Trust:




Randall D.
Holmeshas served as
President and Chief Executive Officer of the Trust, the Managing Shareholder and
affiliated Power Trusts and LLCs since January 2006 and served as Chief
Operating Officer of the Trust, the Managing Shareholder and affiliated Power
Trusts and LLCs 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 ofTexasTechUniversityand the University of Michigan Law
School. He is a member of the New York State Bar.




Robert E.
Swansonhas served as
Chairman of the Trust, the Managing Shareholder and affiliated Power Trusts and
LLCs since their inception. From their inception until January 2006, Mr. Swanson
also served as their Chief Executive Officer. Mr. Swanson is the controlling
member of the Managing Shareholder, as well as Ridgewood Energy and Ridgewood
Capital, affiliates of the Trust. Mr. Swanson has been President and registered
principal of Ridgewood Securities since its formation in 1982, has served as the
Chairman of the Board of Ridgewood Capital since its organization in 1998 and
has served as President and Chief Executive Officer of Ridgewood Energy since
its inception in 1982. Mr. Swanson is a member of theNew YorkStateand New Jersey State Bars, the
Association of the Bar of the City ofNew Yorkand the New York State Bar Association.
He is a graduate ofAmherstCollegeandFordhamUniversityLawSchool.




Jeffrey H.
Strasberghas served as
Executive Vice President and Chief Financial Officer of the Trust, the Managing
Shareholder and affiliated Power Trusts and LLCs since May 2007. Mr. Strasberg
also serves as Senior Vice President and Chief Financial Officer of Ridgewood
Capital and affiliated LLCs and Ridgewood Securities and has done so since April
2005. Mr. Strasberg joined Ridgewood Capital in 1998 where his initial
responsibilities were to serve as interim Chief Financial Officer of various
portfolio companies in which Ridgewood Capital Trusts had interests. Mr.
Strasberg is a Certified Public Accountant and a graduate of theUniversityofFlorida.




Daniel V.
Gulinohas served as Senior
Vice President and General Counsel of the Trust, the Managing Shareholder
and affiliated Power Trusts and LLCs since 2000 and was appointed Secretary in
February 2007. Mr. Gulino also serves as Senior Vice President and General
Counsel of Ridgewood Energy, Ridgewood Capital, Ridgewood Securities and
affiliated Trusts and LLCs and has done so since 2000. Mr. Gulino is a member of
theNew JerseyStateand Pennsylvania State Bars. He is a
graduate ofFairleighDickinsonUniversityand 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.




Managing Shareholder




The Trust’s management agreement with
the Managing Shareholder (the "Management Agreement") 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 personneland 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.


18
 Table of Contents


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 DirectorIndependence”.




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.
Based on a review of the copies of reports furnished or otherwise available to
the Trust, the Trust believes that the filing requirements were not met by
Robert E. Swanson during the year ended December 31, 2007, as he failed to
timely file a Form 4. This report has since been filed with the
SEC.




Code of Ethics




In March 2004, the Managing Shareholder,
for itself and for the Trust and its affiliates, adopted a Code of Ethics
applicable to the principal executive officer, principal financial officer,
principal accounting officer or controller (or any persons performing similar
functions) of each such entity. A copy of the Code of Ethics is filed as Exhibit
14 to this Annual Report on Form 10-K.




ITEM 11.  EXECUTIVE COMPENSATION




Except as noted below, the executive
officers of the Trust do not receive compensation directly from the Trust or any
of its subsidiaries. They provide managerial services to the Trust in accordance
with the terms of the Trust’s Declaration of Trust. The Managing Shareholder, or
affiliated management companies, determines and pays the compensation of these
officers. Each of the executive officers of the Trust also serves as an
executive officer of the Managing Shareholder and other trusts managed by the
Managing Shareholder and its affiliates.




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 DirectorIndependence” for more information regarding
Managing Shareholder compensation and payments to affiliated
entities.





Prior to becoming executive officers of
the Trust, Randall D. Holmes and Douglas R. Wilson became vested participants in
a CLP management incentive program. Additionally, Mr. Wilson continued serving
as an officer with CLP after becoming an executive officer of the Trust. Bonus
amounts presented below represent compensation received by Messrs. Holmes and
Wilson from CLP during years in which they were also executive officers of the
Trust. Bonus amounts represent formula-based payments under the CLP management
incentive program. Mr. Wilson’s salary was paid pursuant to the terms of his
Service Agreement with CLP.





Compensation information for 2007 and
2006 is presented below, but does not include benefits generally available to
other CLP salaried employees.




Summary
      Compensation TableName and Principal
      Position
            Year
            Salary
            
            Bonus
            
            Total($)
            
            ($)
            
            ($)Randall D.
      Holmes
            2007
            -
            
            
            -
            
            -President and Chief Executive
      Officer
            2006
            -
            
            
            6,702
            
            6,702Douglas R.
      Wilson
            2007
            21,273
            
            
            -
            
            21,273Former Executive Vice President
      and Chief Financial Officer(1)
            2006
            138,225
            
            
            33,509
            
            171,734




(1)Mr. Wilson served as an executive
officer of the Trust from April 2005 to May 2007.
  19
 Table of Contents




Upon the Sale of CLP in February 2007,
(as discussed under Item 1. “Business”), each of Mr. Wilson’s employment
with CLP and Messrs. Holmes’ and Wilson’s participation in the CLP management
plan was terminated.




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 December 31, 2007 (no person owns more than 5%)
by:





·
            each executive officer of the
      Trust (there are no directors);
and


·
            all of the executive officers of
      the Trust as a group.





Beneficial ownership is determined in
accordance with SEC rules and includes voting or investment power with respect
to the securities. Except as indicated by footnote, and subject to applicable
community property laws, the persons named in the table below have sole voting
and investment power with respect to all Investor Shares shown as beneficially
owned by them. Percentage of beneficial ownership is based on 932.8875 Investor
Shares outstanding at December 31, 2007. 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 at Item 13. “Certain Relationships and Related Transactions,
      and DirectorIndependence”.




ITEM 13.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTORINDEPENDENCE





Under the terms of the Management
Agreement, the Managing Shareholder provides certain management, administrative
and advisory services, and office space to the Trust. In return, the Trust is
obligated to pay the Managing Shareholder an annual management fee equal to 2.5%
of the total contributed capital of the Trust, or $2,332,000 annually, as
compensation for such services. The management fee is to be paid in monthly
installments and, to the extent that the Trust does not pay the management fee
on a timely basis, the Trust accrues interest at an annual rate of 10% on the
unpaid balance.





For the
year ended December 31, 2007, the Trust made management fee payments to the
Managing Shareholder of $1,166,000. During 2007, the Managing Shareholder
forgave $1,180,000 of unpaid accrued management fees and related interest. In
the fourth quarter of 2007, the Managing shareholder waived its right to
reimbursement of $1,386,000 relating to professional service 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
Management Agreement with the Managing Shareholder, 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 year ended December 31, 2007, RPM charged
the projects approximately $1,340,000 for overhead items allocated in proportion
to the amount invested in projects managed.


20
 Table of Contents




Under the Declaration of Trust, the
Managing Shareholder is entitled to receive, concurrently with the shareholders
of the Trust other than the Managing Shareholder, 1% of all distributions from
operations made by the Trust in a year until the shareholders have received
distributions in that year equal to 12% of their equity contribution.
Thereafter, the Managing Shareholder is entitled to receive 20% of the
distributions for the remainder of the year. The Managing Shareholder is
entitled to receive 1% of the proceeds from dispositions of Trust property until
the shareholders other than the Managing Shareholder, have received cumulative
distributions equal to their original investment (“Payout”). After Payout, the
Managing Shareholder is entitled to receive 20% of all remaining distributions
of the Trust. Distributions to the Managing Shareholder were $5,000 for the year
ended December 31, 2007. The Trust has not yet reached
Payout.





Income is allocated to the Managing
Shareholder until the profits so allocated equal distributions to the Managing
Shareholder. Thereafter, income is allocated among the shareholders other than
the Managing Shareholder in proportion to their ownership of Investor Shares. If
the Trust has net losses for a fiscal period, the losses are allocated 99% to
the shareholders other than the Managing Shareholder and 1% to the Managing
Shareholder, subject to certain limitations as set forth in the Declaration of
Trust. Amounts allocated to shareholders other than the Managing Shareholder are
apportioned among them in proportion to their capital
contributions.




Under the terms of the Declaration of
Trust, if the Adjusted Capital Account (as defined in the Declaration of Trust)
of a shareholder other than the Managing Shareholder would become negative using
General Allocations (as defined in the Declaration of Trust), losses and
expenses will be allocated to the Managing Shareholder. Should the Managing
Shareholder’s Adjusted Capital Account become negative and items of income or
gain occur, then such items of income or gain will be allocated entirely to the
Managing Shareholder until such time as the Managing Shareholder’s Adjusted
Capital Account becomes positive. This mechanism does not change the allocation
of cash, as discussed above.





On June
26, 2003, the Managing Shareholder, entered into a Revolving Credit and Security
Agreement with Wachovia Bank, National Association. The agreement, as amended,
allows the Managing Shareholder to obtain loans and letters of credit of up to
$6,000,000 for the benefit of the Trust and other trusts that it manages. As
part of the agreement, the Trust agreed to limitations on its ability to incur
indebtedness, liens and to provide guarantees.In 2007, the Managing Shareholder and
Wachovia Bank agreed to extend the Managing Shareholder’s line of credit through
May 31, 2008.





As discussed in Item 1. “Business” under
the heading “Projects and Properties -Ridgewood
UK”, on January 23, 2007,
RUK, which is owned approximately 70% by the Trust and 30% by the Growth Fund,
entered into the Sale Agreement pursuant to which RUK sold its 88% equity
interest in CLP, and Arbutus sold its 12% equity interest in CLP.  The
Managing Shareholder was not a party to the Sale Agreement but received certain
payments as a result of theSaleas a result of its service as the
Managing Shareholder of each of the Ridgewood ROCs and each of the
PowerBanks.  Because the Trust does not have its own board of
directors or any board committees and the Trust relies upon the Managing
Shareholder to perform the functions that a board of directors or its committees
would otherwise perform, the Managing Shareholder is a related person of the
Trust.





TheSalewas completed on February 22,
2007.  The total dollar amount attributable to the Managing
Shareholder as a result of theSalewas approximately $37 million, all of
which was paid out of the proceeds of theSaleallocable to the PowerBank
Funds.  The Managing Shareholder did not receive any payments from the
Trust or Growth Fund as a result of theSale.





As a result of theSale, two executive officers of the Trust,
who were also executive officers of RUK and were executive officers and/or
directors of CLP prior to theSale, 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 theSalebeing 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 Sale, (i) such
Sale consideration, in the aggregate, being paid for the assets purchased by the
Buyer, including the Assets and the Shares, taken as a whole (even if
adjusted to reflect changes in interest rates pursuant to the Sale Agreement)
was not less than fair value for those assets taken as a whole, (ii) the
consideration being paid by the Buyer for the Shares in the Sale was fair to the
shareholders of CLP from a financial point of view (without giving effect to any
impacts of the Sale on any particular shareholder other than in its capacity as
a shareholder) and (iii) the consideration being paid to each Ridgewood ROC in
the Sale was fair to the members of such Ridgewood ROC from a financial point of
view (without giving effect to any impacts of the Sale on any particular member
other than in its capacity as a member). Variations in the valuation of the
assets or in the allocation of the purchase price paid in the transaction would
have increased or decreased amounts to be received from the Sale by each of the
Sellers and the Managing Shareholder, and the respective shareholders of the
PowerBank Funds, the Trust, Growth Fund and Arbutus.


21
 Table of Contents




ITEM 14.  PRINCIPAL ACCOUNTANT FEES AND SERVICES




The following table presents fees and
services rendered by Grant Thornton LLP, the Trust’s principal accountant, for
the years ended December 31, 2007 and 2006 (in thousands).





2007
            
            2006Audit fees
            
            $
            392
            
            
            $
            458Tax fees1
            
            
            80
            
            
            
            129Total
            
            $
            472
            
            
            $
            587





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.





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.
            
            Description3
            (i)(A)
            
            Certificate of Trust of the
      Registrant (incorporated by reference to the Registrant’s Registration
      Statement on Form 10-12G filed with the SEC on April 30,
      1998).3
            (i)(B)
            
            Certificate of Amendment to the
      Certificate of Trust of the Registrant filed with Delaware Secretary of
      State on December 18, 2003 (incorporated by reference to the Annual Report
      on Form 10-K filed by the Registrant with the SEC on September 27,
      2007).3
            (ii)(A)
            
            Amended Declaration of Trust of
      the Registrant (incorporated by reference to the Registrant’s Registration
      Statement on Form 10-12G filed with the SEC on April 30,
      1998).3
            (ii)(B)
            
            Amendment No. 2 to Declaration of
      Trust of the Registrant (incorporated by reference to the Registrant’s
      Registration Statement on Form 10-12G filed with the SEC on April 30,
      1998).3
            (ii)(C)
            
            Amendment No. 3 to Declaration of
      Trust of the Registrant (incorporated by reference to the Registrant’s
      Registration Statement on Form 10-12G filed with the SEC on April 30,
      1998).3
            (ii)(D)
            
            Amendment No. 1 to the Declaration
      of Trust of the Registrant (incorporated by reference to the Registrant’s
      Proxy Statement filed with the SEC on November 5, 2001, SEC File No.
      000-24143).


22
 Table of Contents




Exhibit
      No.
            
            Description3
            (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
            
            
            Form of contracts and agreements
      between affiliates of CLPE Holdings Ltd. and each of (i) Ridgewood
      Renewable PowerBank I, LLC, (ii) Ridgewood Renewable PowerBank II, LLC,
      (iii) Ridgewood Renewable PowerBank III, LLC and (iv) Ridgewood Renewable
      PowerBank IV, LLC (incorporated by reference to the Annual Report on Form
      10-K filed by the Registrant with the SEC on March 1,
      2006).10.4
            #
            
            The CLPE Holdings Management
      Incentive Plan dated August 6, 2003 (incorporated by reference to Exhibit
      10.10 to the Annual Report on Form 10-K of The Ridgewood Power Growth
      Fund filed with the SEC on August 17, 2007).10.5
            #
            
            Service Agreement dated October 1,
      2004 between Douglas R. Wilson and CLPE Holdings Limited (incorporated by
      reference to Exhibit 10.13 to the Annual Report on Form 10-K of The
      Ridgewood Power Growth Fund filed with the SEC on August 17,
      2007).10.6
            #
            
            Deed of Waiver dated January 22,
      2007 between Randall D. Holmes and CLPE Holdings Limited relating to a
      bonus entitlement under The CLPE Holdings Management Incentive Plan
      (incorporated by reference to Exhibit 10.15 to the Annual Report
      on Form 10-K of The Ridgewood Power Growth Fund filed with the SEC on
      August 17, 2007).10.7
            #
            
            Compromise Agreement dated
      February 22, 2007 between Douglas R. Wilson and CLPE Holdings Limited
      (incorporated by reference to Exhibit 10.16 to the Annual Report
      on Form 10-K of The Ridgewood Power Growth Fund filed with the SEC on
      August 17, 2007).10.8
            #
            
            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).10.9
            
            
            Agreement made on January 23, 2007
      by and among Ridgewood UK LLC, Arbutus Energy Limited, Ridgewood ROC 2003
      LLC, Ridgewood ROC II 2003 LLC, Ridgewood ROC III 2003 LLC, Ridgewood ROC
      IV 2004 LLC, and MEIF LG Energy Limited (incorporated by reference to
      Exhibit 10.1 to the Form 8-K filed by the Registrant with the SEC on
      January 29, 2007).10.10
            
            
            Sellers Agreement entered into as
      of January 23, 2007 by and among Ridgewood UK, LLC, and Ridgewood ROC 2003
      LLC, Ridgewood ROC II 2003 LLC, Ridgewood ROC III 2003 LLC, Ridgewood ROC
      IV 2004 LLC, Arbutus Energy Limited, Ridgewood Renewable PowerBank LLC,
      Ridgewood Renewable PowerBank II LLC, Ridgewood Renewable PowerBank III
      LLC, Ridgewood Renewable PowerBank IV LLC, Ridgewood Electric Power Trust
      V, The Ridgewood Power Growth Trust, Ridgewood Renewable Power LLC and
      Ridgewood Management Corporation (incorporated by reference to Exhibit
      10.2 to the Form 8-K filed by the Registrant with the SEC on January 29,
      2007).14
            
            
            Code of Ethics, adopted on March
      1, 2004 (incorporated by reference to Exhibit 14 of the Annual Report on
      Form 10-K filed by The Ridgewood Power Growth Fund with the SEC on March
      1, 2006).21
            
            
            Subsidiaries of the Registrant
      (incorporated by reference to the Registrant’s Annual Report on Form 10-K
      filed with the SEC on January 18,
2008).


23
 Table of Contents





Exhibit
      No.
            
            
            Description31.1
            *
            
            Certification of Randall D.
      Holmes, Chief Executive Officer of the Registrant, pursuant to Securities
      Exchange Act Rule 13a-14(a).31.2
            *
            
            Certification of Jeffrey H.
      Strasberg, Chief Financial Officer of the Registrant, pursuant to
      Securities Exchange Act Rule 13a-14(a).32
            *
            
            Certifications pursuant to 18
      U.S.C. Section 1350, as adopted pursuant to Section 906 of The
      Sarbanes-Oxley Act of 2002, signed by Randall D. Holmes, Chief Executive
      Officer of the Registrant, and Jeffrey H. Strasberg, Chief Financial
      Officer of the Registrant.


_____________________


*
            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.


24
 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.




RIDGEWOODELECTRIC POWER TRUST
      VDate:  March 26,
      2008
            By:
            /s/ Randall D.
      HolmesRandall D.
      HolmesChief Executive
      Officer(Principal Executive
      Officer)




Pursuant to the requirements of the
Securities Exchange Act of 1934, this report has been signed below by the
following persons on behalf of the registrant and in the capacities and on the
dates indicated.




Signature
            
            Capacity
            
            Date/s/ Randall D.
      Holmes
            
            Chief Executive
      Officer
            
            March 26,
    2008Randall D.
      Holmes
            
            (Principal Executive
      Officer)/s/ Jeffrey H.
      Strasberg
            
            Executive Vice President and Chief
      Financial Officer
            
            March 26,
    2008Jeffrey H.
      Strasberg
            
            (Principal Financial and
      Accounting Officer)RIDGEWOODRENEWABLE
      POWER LLC(Managing
      Shareholder)By: /s/ Randall D.
      Holmes
            
            Chief Executive Officer of
      Managing Shareholder
            
            March 26,
    2008Randall D.
      Holmes






25
 Table of Contents




RIDGEWOODELECTRIC POWER TRUST
V





INDEX TO CONSOLIDATED
FINANCIAL STATEMENTS









PageReport of Independent Registered Public Accounting
      Firm
            F-2Consolidated Balance Sheets at December 31, 2007 and
      2006
            F-3Consolidated Statements of Operations and Comprehensive
      Income (Loss) for the yearsended December 31, 2007 and 2006
            F-4Consolidated Statements of Changes in Shareholders’ Equity
      (Deficit) for the yearsended December 31, 2007 and 2006
            F-5Consolidated Statements of Cash Flows for the years ended
      December 31, 2007 and 2006
            F-6Notes to Consolidated Financial Statements
            F-7


F-1
 Table of Contents




REPORT OF INDEPENDENT
REGISTERED PUBLIC ACCOUNTING FIRM








The Managing Shareholder and
Shareholders


RidgewoodElectric Power Trust
V








We have audited the accompanying
consolidated balance sheets of Ridgewood Electric Power Trust V (aDelawaretrust) and subsidiaries as of December
31, 2007 and 2006, and the related consolidated statements of operations and
comprehensive income (loss), changes in shareholders’ equity (deficit), and cash
flows for the years then ended. 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 audit included consideration of internal
control over financial reporting as a basis for designing audit procedures that
are appropriate in the circumstances, but not for the purpose of expressing an
opinion on the effectiveness of the Trust’s internal control over financial
reporting. Accordingly, we express no such opinion. An audit also includes
examining, on a test basis, evidence supporting the amounts and disclosures in
the financial statements, assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audits provide a
reasonable basis for our opinion.





In our opinion, the consolidated
financial statements referred to above present fairly, in all material respects,
the financial position of Ridgewood Electric Power Trust V as of December 31,
2007 and 2006, and the results of its operations and its cash flows for the
years then ended, in conformity with accounting principles generally accepted in
theUnited States of
America.
















/s/ GRANT THORNTON
LLP


Edison,New Jersey


March 26, 2008


F-2
 Table of Contents





RIDGEWOOD ELECTRIC POWER TRUST
      VCONSOLIDATED BALANCE SHEETS(in thousands, except share
      data)December
31,2007
              
              
              2006ASSETSCurrent
    assets:Cash and cash
      equivalents
              
              $
              6,892
              
              
              $
              398Current assets related to
      discontinued operations
              
              
              -
              
              
              
              24,272Due from
      affiliates
              
              
              1,173
              
              
              
              1,232Prepaid expenses and other current
      assets
              
              
              32
              
              
              
              26Total current
      assets
              
              
              8,097
              
              
              
              25,928Notes receivable,
      affiliates
              
              
              5,263
              
              
              
              4,859Investments
              
              
              9,396
              
              
              
              8,657Noncurrent assets related to
      discontinued operations
              
              
              -
              
              
              
              74,894Other
assets
              
              
              285
              
              
              
              285Total
assets
              
              $
              23,041
              
              
              $
              114,623LIABILITIES AND SHAREHOLDERS'
      EQUITYCurrent
      liabilities:Accounts payable and accrued
      expenses
              
              $
              144
              
              
              $
              93Current liabilities related to
      discontinued operations
              
              
              -
              
              
              
              30,247Due to
      affiliates
              
              
              325
              
              
              
              291Total current
      liabilities
              
              
              469
              
              
              
              30,631Minority
      interest
              
              
              277
              
              
              
              -Noncurrent liabilities related to
      discontinued operations
              
              
              -
              
              
              
              71,220Total
      liabilities
              
              
              746
              
              
              
              101,851Commitments and
      contingenciesShareholders’ equity
      (deficit):Shareholders’ equity (932.8875
      Investor Shares issued andoutstanding)
              
              
              22,951
              
              
              
              13,435Managing shareholder’s accumulated
      deficit (1 managementshare issued and
      outstanding)
              
              
              (656
              )
              
              
              (663
              )Total shareholders’
      equity
              
              
              22,295
              
              
              
              12,772Total liabilities and
      shareholders’ equity
              
              $
              23,041
              
              
              $
              114,623




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


F-3
 Table of Contents




RIDGEWOOD ELECTRIC POWER TRUST
      VCONSOLIDATED STATEMENTS OF OPERATIONSAND COMPREHENSIVE INCOME
      (LOSS)(in thousands, except per share
      data)Years Ended December
      31,2007
              
              
              2006Operating
      expenses:General
      and administrative expenses
              
              $
              1,340
              
              
              $
              916Management
      fee to Managing Shareholder
              
              
              2,332
              
              
              
              2,332Total
      operating expenses
              
              
              3,672
              
              
              
              3,248Loss from
      operations
              
              
              (3,672
              )
              
              
              (3,248
              )Other income (expenses),
      net:Equity in
      income of Maine Hydro
              
              
              343
              
              
              
              1,027Equity in
      income of Indeck Maine
              
              
              924
              
              
              
              624Equity in
      income of NEH
              
              
              112
              
              
              
              44Equity in
      income of US Hydro
              
              
              27
              
              
              
              388Interest
      income
              
              
              798
              
              
              
              446Interest
      expense
              
              
              (14
              )
              
              
              (115
              )Total
      other income, net
              
              
              2,190
              
              
              
              2,414Loss before discontinued
      operations
              
              
              (1,482
              )
              
              
              (834
              )Income (loss) from discontinued
      operations including related gain ondisposal
      (see Note 3), net of income tax and minority
    interest
              
              
              38,536
              
              
              
              (1,238
              )Net income
      (loss)
              
              
              37,054
              
              
              
              (2,072
              )Foreign currency translation
      adjustment
              
              
              (1,000
              )
              
              
              (85
              )Comprehensive income
      (loss)
              
              $
              36,054
              
              
              $
              (2,157
              )Managing Shareholder - Net
      loss
              
              $
              (15
              )
              
              
              (21
              )Shareholder (loss)
      income:Continuing
      operations
              
              $
              (1,467
              )
              
              
              (825
              )Discontinued
      operations
              
              
              38,536
              
              
              
              (1,226
              )Net (loss) income per Investor
      ShareContinuing
      operations
              
              $
              (1,573
              )
              
              $
              (884
              )Discontinued
      operations
              
              
              41,308
              
              
              
              (1,314
              )




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




F-4
 Table of Contents


RIDGEWOOD ELECTRIC POWER TRUST
      VCONSOLIDATED STATEMENTS OF CHANGES
      IN SHAREHOLDERS' EQUITY (DEFICIT)YEARS ENDED DECEMBER 31, 2007 AND
      2006(in
    thousands)Managing
              
              
              TotalShareholders'
              
              
              Shareholder
              
              
              Shareholders'Equity
              
              
              (Deficit)
              
              
              EquityBalance at December 31,
      2005
              
              $
              16,289
              
              
              $
              (635
              )
              
              $
              15,654Net loss
              
              
              (2,051
              )
              
              
              (21
              )
              
              
              (2,072
              )Foreign currency translation
      adjustment
              
              
              (84
              )
              
              
              (1
              )
              
              
              (85
              )Capital
      contribution
              
              
              2,577
              
              
              
              27
              
              
              
              2,604Cash
      distributions
              
              
              (3,296
              )
              
              
              (33
              )
              
              
              (3,329
              )Balance at December 31,
      2006
              
              
              13,435
              
              
              
              (663
              )
              
              
              12,772Net income
              
              
              37,069
              
              
              
              (15
              )
              
              
              37,054Foreign currency translation
      adjustment
              
              
              (1,001
              )
              
              
              1
              
              
              
              (1,000
              )Capital
      contribution
              
              
              2,540
              
              
              
              26
              
              
              
              2,566Cash
      distributions
              
              
              (29,092
              )
              
              
              (5
              )
              
              
              (29,097
              )Balance at December 31,
      2007
              
              $
              22,951
              
              
              $
              (656
              )
              
              $
              22,295




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


F-5
 Table of Contents




RIDGEWOOD ELECTRIC POWER TRUST
      VCONSOLIDATED STATEMENTS OF CASH FLOWS(in
    thousands)Years Ended December
      31,2007
              
              
              2006Cash flows from operating
      activities:Net income
      (loss)
              
              $
              37,054
              
              
              $
              (2,072
              )Adjustments to reconcile net
      income (loss) to net cash provided
                by operating
      activities:Depreciation and
      amortization
              
              
              583
              
              
              
              7,853Forgiveness of professional and
      management fees and related
      interest
              
              
              2,566
              
              
              
              2,605Impairment of plant and
      equipment
              
              
              -
              
              
              
              1,210Gain on disposal of discontinued
      operations
              
              
              (54,979
              )
              
              
              -Loss on sale
      leaseback
              
              
              -
              
              
              
              191Amortization of deferred financing
      costs
              
              
              18
              
              
              
              117Interest income on notes
      receivable
              
              
              (404
              )
              
              
              (404
              )Minority interest in the earnings
      (loss) of subsidiaries
              
              
              16,458
              
              
              
              (299
              )Deferred income
      taxes
              
              
              (29
              )
              
              
              273Restricted
    cash
              
              
              2,482
              
              
              
              1,040Equity interest in income
      of:Maine
      Hydro
              
              
              (343
              )
              
              
              (1,027
              )Indeck
      Maine
              
              
              (924
              )
              
              
              (624
              )NEH
              
              
              (112
              )
              
              
              (44
              )US
      Hydro
              
              
              (27
              )
              
              
              (388
              )Cash distributions from Maine
      Hydro
              
              
              750
              
              
              
              1,050Cash distributions from US
      Hydro
              
              
              -
              
              
              
              1,037Changes in operating assets and
      liabilities:Accounts
      receivable
              
              
              (427
              )
              
              
              (1,333
              )Unbilled
      receivables
              
              
              1,441
              
              
              
              (2,099
              )Inventory
              
              
              (61
              )
              
              
              (136
              )Prepaid
      expenses and other current assets
              
              
              (184
              )
              
              
              38Accounts
      payable
              
              
              (32
              )
              
              
              (915
              )Accrued
      expenses
              
              
              2,977
              
              
              
              8,624Due
      to/from affiliates, net
              
              
              (260
              )
              
              
              (1,333
              )Other
      liabilities
              
              
              (478
              )
              
              
              -Total
      adjustments
              
              
              (30,985
              )
              
              
              15,436Net cash provided by operating
      activities
              
              
              6,069
              
              
              
              13,364Cash flows from investing
      activities:Capital
      expenditures
              
              
              (312
              )
              
              
              (9,493
              )Proceeds from disposal of
      discontinued operations, net of cash transferred
              
              
              67,964
              
              
              
              -Interest received on Indeck Maine
      loan
              
              
              -
              
              
              
              471Net cash provided by (used in)
      investing activities
              
              
              67,652
              
              
              
              (9,022
              )Cash flows from financing
      activities:Repayments of term
      loan
              
              
              (19,270
              )
              
              
              (2,012
              )(Repayments) borrowings from line
      of credit facility
              
              
              (2,349
              )
              
              
              2,212Repayment of capital lease
      obligations
              
              
              (818
              )
              
              
              (2,237
              )Cash distributions to minority
      interest
              
              
              (15,674
              )
              
              
              (80
              )Cash distributions to
      shareholders
              
              
              (29,097
              )
              
              
              (3,329
              )Net cash used in financing
      activities
              
              
              (67,208
              )
              
              
              (5,446
              )Effect of exchange rate on cash
      and cash equivalents
              
              
              (19
              )
              
              
              896Net increase (decrease) in cash
      and cash equivalents
              
              
              6,494
              
              
              
              (208
              )Reclassification of CLP cash to
      discontinued operations
              
              
              -
              
              
              
              (7,100
              )Cash and cash equivalents,
      beginning of year
              
              
              398
              
              
              
              7,706Cash and cash equivalents, end of
      year
              
              $
              6,892
              
              
              $
              398Supplemental disclosure of cash
      flow information:Interest
    paid
              
              $
              14
              
              
              $
              6,114Supplemental disclosure of
      non-cash investing and financing activitiesConstruction advances
      converted to capital leases
              
              $
              -
              
              
              
              16,292




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


F-6
 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 aDelawaretrust 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 theUSand 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. The Trust’s consolidated financial statements also include the
Trust’s 29.2% interest in Ridgewood US Hydro Corporation (“US Hydro”), 14.1%
interest in Ridgewood Near East Holding LLC (“NEH”), 50% interest in Ridgewood
Maine Hydro Partners, L.P. (“Maine Hydro”) and 25% interest in Ridgewood Indeck
Maine Energy, LLC (“Indeck Maine”), which are accounted for under the equity
method of accounting, as the Trust has the ability to exercise significant
influence, but does not control, the operating and financial policies of the
entities mentioned above.  RidgewoodUK, LLC (“RUK”) previously owned landfill
gas fired electric projects located in theUnited 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 The Ridgewood Power Growth
Fund (the “Growth Fund”). The interest of the Growth Fund is presented as
minority interest in the consolidated financial statements.





The accompanying consolidated financial
statements give effect to the sale (the “Sale”) of interests of RUK in CLPE Holdings
Limited (“CLP”) (see Note 3). The operation results of RUK, including CLP, are
presented as discontinued operations for the years ended December 31, 2007 and
2006, and the balance sheet at December 31, 2006 has been modified to present
the assets and liabilities of CLP as assets and liabilities of discontinued
operations.





The Managing Shareholder performs (or
arranges for the performance of) the operation and maintenance of the projects
owned by the Trust and the management and administrative services required for
Trust operations. Among other services, the Managing Shareholder administers the
accounts and handles relations with the shareholders, including tax and other
financial information. The Managing Shareholder also provides the Trust with
office space, equipment and facilities and other services necessary for its
operation.





In October 2007, the Managing
Shareholder announced that it intends to market NEH’s assets for sale and in
January 2008 announced that it also intends to market Indeck Maine, Maine Hydro
and US Hydro for sale. These assets represent the remaining investments of the
Trust. These assets did not meet the qualifications to be classified as “held
for sale” at December 31, 2007.





2.   SUMMARY OF
SIGNIFICANT ACCOUNTING POLICIES





a) Principles of
Consolidation





The consolidated financial statements
include the accounts of the Trust and its majority-owned subsidiaries. Minority
interests of majority-owned subsidiaries are calculated based upon the
respective minority interest ownership percentages. All material intercompany
transactions have been eliminated in consolidation.





The Trust uses the equity method of
accounting for its investments in affiliates, which are 50% or less owned, as
the Trust has the ability to exercise significant influence over the operating
and financial policies of the affiliates but does not control the affiliate. The
Trust’s share of the earnings or losses of the affiliates is included in the
consolidated financial statements.


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 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 theUnited States of
Americarequires the Trust
to make estimates and judgments that affect the reported amounts of assets,
liabilities, revenues and expenses, and related disclosure of contingent assets
and liabilities. On an ongoing basis, the Trust evaluates its estimates,
including accounts receivable, investments, recoverable value of plant and
equipment, intangibles and recordable liabilities for litigation and other
contingencies. The Trust bases its estimates on historical experience, current
and expected conditions and various other assumptions that are believed to bereasonable 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) Reclassifications





Certain
items in previously issued financial statements have been reclassified for
comparative purposes. This had no effect on net income (loss).





d)  Revenue
Recognition





Power generation revenue was recorded in
the month of delivery, based on the estimated volumes sold to customers at rates
stipulated in the electric power sales contract. Adjustments were made to
reflect actual volumes delivered when the actual volumetric information
subsequently became available.Billingsto customers for power generation
generally occurred during the month following delivery. Final billings did not
vary significantly from estimates.





e)  Cash and Cash
Equivalents





The Trust considers all highly liquid
investments with maturities when purchased of three months or less, as cash and
cash equivalents. Cash deposits excluding restricted cash held in foreign
banks as of December 31, 2006 exceeded theUnited Kingdom(“UK”) insured limits by $4,735. Restricted
cash held in foreign banks as of December 31, 2006 exceededUKinsured limits by
$2,422.  There was no cash held in foreign banks as of December 31,
2007.  Cash deposits held in US banks exceeded insured limits by$6,788 and $199 as of December 31, 2007 and 2006,
respectively.





f)  Plant and
Equipment





Plant and equipment, consisted
principally of a power generating facility, was stated at cost less accumulated
depreciation. Renewals and betterments that increased the useful lives of the
assets were capitalized. Repair and maintenance expenditures were expensed as
incurred. Upon retirement or disposal of assets, the cost and the related
accumulated depreciation were removed from the consolidated balance sheets. The
difference, if any, between the net asset value and any proceeds from such
retirement or disposal was recorded as a gain or loss in the consolidated
statement of operations.





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





g)  Impairment
of Long-Lived Assets and Intangibles





The Trust
evaluated intangible assets and long-lived assets, such as plant and equipment,
when events or changes in circumstances indicated that the carrying value of
such assets may not be recoverable. The determination of whether impairment has
occurred was made by comparing the carrying value of an asset to the estimated
undiscounted cash flows attributable to that asset. If impairment had occurred,
the impairment loss recognized was the amount by which the carrying value
exceeded the estimated fair value of the asset, which was based on the estimated
future cash flows discounted at the estimated cost of capital. The analysis
required estimates of the amount and timing of projected cash flows and, where
applicable, judgments associated with, among other factors, the appropriate
discount rate. Such estimates were critical in determining whether any
impairment charge should have been recorded and the amount of such charge if an
impairment loss was deemed to be necessary.


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 NOTES TO CONSOLIDATED FINANCIAL
STATEMENTS
 (dollar amounts in thousands, except per
share data)




h)  Fair Value of Financial
Instruments




At December 31, 2007 and 2006, the
carrying value of the Trust’s cash and cash equivalents, accounts payable and
accrued expenses approximates their fair value.




i)  Foreign Currency
Translation




The British pound sterling is the
functional currency of the Trust’sUKsubsidiary. The consolidated financial
statements of the Trust’s non-United States subsidiary are translated intoUnited Statesdollars. 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
(loss).





j)Comprehensive Income
(Loss)





The Trust’s comprehensive income
(loss) consists of net income (loss) and foreign currency translation
adjustments. As a result of CLP Sale, as of December 31, 2007, the Trust no
longer has accumulated other comprehensive income or loss.





k)Income
Taxes





The provision in the accompanying
consolidated financial statements is made forUKincome taxes and no provision is made
forUnited
Statesincome 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.





l)Deferred Financing
Costs





The Trust capitalized financing costs
and amortized them using the effective interest rate method over the life of the
related loan.





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





SFAS 157




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


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 RIDGEWOOD ELECTRIC POWER TRUST V
 NOTES TO CONSOLIDATED FINANCIAL
STATEMENTS
 (dollar amounts in thousands, except per
share data)




SFAS 159





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





SFAS 160





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





3.   DISCONTINUED
OPERATIONS





On February 22, 2007, RUK completed theSaleof all of the issued and outstanding
shares of CLP to MEIF LG Energy Limited pursuant to a sale and purchase
agreement dated January 23, 2007. Concurrent with theSale, 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, is as follows:





December
31,2007
              
              
              2006Revenue from operations of
      discontinued business
              
              $
              7,552
              
              
              $
              44,751Loss from operations of
      discontinued business
              
              $
              (14
              )
              
              $
              (596
              )Gain on
      disposal
              
              
              54,979
              
              
              
              -Income tax benefit
      (expense)
              
              
              29
              
              
              
              (941
              )Minority interest in (earnings)
      loss of subsidiaries
              
              
              (16,458
              )
              
              
              299Income
      (loss) from discontinued operations
              
              $
              38,536
              
              
              $
              (1,238
              )





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 theSaleand related cash distributions are
allocated solely to Investor Shares.


F-10
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 RIDGEWOOD ELECTRIC POWER TRUST V
 NOTES TO CONSOLIDATED FINANCIAL
STATEMENTS
 (dollar amounts in thousands, except per
share data)




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


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




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





4.    NOTES RECEIVABLE,
AFFILIATES





At
December 31, 2007, the Trust’s loan balance to Indeck Maine was $5,263, is
payable on demand and bears interest at rates ranging from 5% to 18%. The
interest income accrued on the notes receivable, for each of the years ended
December 31, 2007 and 2006 was $404, which is included in Notes receivable,
affiliates in the consolidated balance sheets.





The notes
and the related accrued interest, which are payable on demand, are subordinate
to the Commerce Bank/North (“Commerce”) term loan. As a part of the
subordination agreement, the Trust and Ridgewood Electric Power Trust IV
(“Trust IV”) (collectively  the “Ridgewood Indeck Investors”) have
agreed that prior to the payment in full of the Commerce loan and termination of
all obligations of Commerce, the Ridgewood Indeck Investors shall not, without
prior written consent of Commerce, accelerate the maturity of all or any portion
of the subordinated debt and related interest, or take any action towards
collection of all or any portion of the subordinated debt or enforcement of any
rights, powers or remedies under the subordinated debt documents. On August 28,
2006, Ridgewood Indeck Investors and Commerce amended the mortgage loan note and
subordination agreement whereby Indeck Maine was permitted to pay $1,883 of
interest on subordination notes payable to Ridgewood Indeck Investors. On
February 29, 2008, the Commerce term loan was repaid. Notes receivable,
affiliates continues to be classified as noncurrent, as the Trust does not
expect repayment of the notes during 2008.





5.    IMPAIRMENT OF
PLANT AND EQUIPMENT





The
landfill gas resource assessment on certain UK projects acted as a triggering
events for an impairment evaluation, and, therefore, the Trust performed an
impairment test for the year ended December 31, 2006 by comparing the cash flows
of the related assets to their undiscounted cash flows and noted that the
carrying value exceeded the undiscounted cash flows estimated from such
assets.  The Trust then measured the impairments using a discounted
cash flow valuation methodology.  As a result, the Trust recorded an
impairment of plant and equipment of $1,210 for the year ended December 31,
2006. The Trust did not record any impairments in 2007.





6.    INVESTMENTS





MaineHydro





In August 1996, Maine Hydro was formed
as aDelawarelimited partnership. Ridgewood Maine
Hydro Corporation, a Delaware corporation, is the sole general partner of Maine
Hydro and is owned equally by the Trust and Trust IV, both Delaware trusts
(collectively, the “Trusts”). The Trusts are equal limited partners in Maine
Hydro and have RRP as a common Managing Shareholder. Maine Hydro operations
shall continue to exist until December 31, 2046 unless terminated sooner by
certain provisions of the partnership agreement.


F-11
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 RIDGEWOOD ELECTRIC POWER TRUST V
 NOTES TO CONSOLIDATED FINANCIAL
STATEMENTS
 (dollar amounts in thousands, except per
share data)




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. The electricity generated has been sold
primarily under long-term electricity sales agreements.





Summarized balance sheet data for Maine
Hydro at December 31, 2007 and 2006 is as follows:





2007
            
            
            2006Current
      assets
            
            $
            1,045
            
            
            $
            1,448Noncurrent
      assets
            
            
            3,945
            
            
            
            4,739Total
      assets
            
            $
            4,990
            
            
            $
            6,187Current
      liabilities
            
            $
            521
            
            
            $
            900Noncurrent
      liabilities
            
            
            -
            
            
            
            5Partners’
      equity
            
            
            4,469
            
            
            
            5,282Total liabilities and partners'
      equity
            
            $
            4,990
            
            
            $
            6,187Trust share of Maine Hydro
      equity
            
            $
            2,235
            
            
            $
            2,641





Summarized statements of operations data
for Maine Hydro for the years ended December 31, 2007 and 2006 is as
follows:





2007
            
            
            2006Revenues
            
            $
            3,907
            
            
            $
            5,221Cost of
      revenues
            
            
            2,869
            
            
            
            2,991Other expenses,
      net
            
            
            351
            
            
            
            176Total
      expenses
            
            
            3,220
            
            
            
            3,167Net
      income
            
            $
            687
            
            
            $
            2,054Trust share of income in Maine
      Hydro
            
            $
            343
            
            
            $
            1,027




IndeckMaine





In June
1997, Ridgewood Indeck Investors equally purchased 50% of the membership
interest in Indeck Maine, an Illinois limited liability company, which owns two
electric power generating stations fueled by clean wood biomass at West Enfield,
Maine and Jonesboro, Maine. Indeck Energy Services, Inc. ("Indeck"), an entity
unaffiliated with the Trust, owns the remaining 50% membership interest in
Indeck Maine and was the seller in the June 1997 transaction. Ridgewood Indeck
Investors have a preferred membership interest entitling them to receive all net
cash flow from operations each year until they receive an 18% annual cumulative
return on their capital contributions to Indeck Maine.





From
January 1998 through June 2005, Ridgewood Indeck Investors loaned approximately
$8,200 in total to Indeck Maine, in proportion to their ownership
interests.





Each of
the Indeck Maine projects has a capacity of 24.5MW and each uses a steam turbine
to generate electricity. Indeck Maine and several of its affiliates have an
agreement with a power marketer for which they are committed to sell renewable
portfolio standard attributes derived from their electric
generation.


F-12
 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 IndeckMaineat December 31, 2007 and 2006 is as
follows:





2007
            
            
            2006Current
      assets
            
            $
            10,744
            
            
            $
            8,817Noncurrent
      assets
            
            
            12,070
            
            
            
            11,468Total
assets
            
            $
            22,814
            
            
            $
            20,285Current
      liabilities
            
            $
            2,884
            
            
            $
            3,715Notes payable to
      members
            
            
            16,301
            
            
            
            16,301Note
payable
            
            
            113
            
            
            
            788Interest payable to
      members
            
            
            4,751
            
            
            
            3,135Members’
      deficit
            
            
            (1,235
            )
            
            
            (3,654
            )Total liabilities and members'
      deficit
            
            $
            22,814
            
            
            $
            20,285Trust share of IndeckMaineequity
            
            $
            3,058
            
            
            $
            2,134




Summarized statements of operations data
for IndeckMainefor the years ended December 31, 2007
and 2006 is as follows:




2007
            
            
            2006Revenues
            
            $
            35,841
            
            
            $
            33,539Cost of
      revenues
            
            
            31,626
            
            
            
            29,921Other
    expenses
            
            
            1,796
            
            
            
            1,791Total
      expenses
            
            
            33,422
            
            
            
            31,712Net
      income
            
            $
            2,419
            
            
            $
            1,827Trust share of income in IndeckMaine
            
            $
            924
            
            
            $
            624




The Trust
assigned the excess purchase price over the net assets acquired to fixed assets.
The Trust depreciates the fixed assets over their remaining useful lives using
the unit of production method.  Depreciation expense of $286 and $290
for the years ended December 31, 2007 and 2006 respectively is included in the
equity income from Indeck Maine in the consolidated statements of
operations.





NEH





In 1999, the Trust and the Growth Fund
jointly formed and funded NEH to develop electric power and water purification
plants for resort hotels along the Red Sea inEgypt. In 2000, the Growth
Fund made additional investments and acquired majority ownership of
NEH, which wholly owns RidgewoodEgyptfor Infrastructure, LLC (Egypt) (“REFI”). In 2001, the Ridgewood Egypt
Fund (“Egypt Fund”), an affiliate of the Growth Fund and the Trust, made
contributions to NEH in exchange for a minority interest.




In December 2001, NEH, through REFI,
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 of
in Sinai in return for having provided Sinai with certain machinery and
equipment bringing its total ownership to 66.4%.




NEH has
the capacity to produce 29,100 cubic meters (approximately 7.7 million gallons)
of potable water per day and electricity generating capacity of
23.8MW.


F-13
 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 NEH at
December 31, 2007 and 2006 is as follows:





2007
            
            
            2006Current
      assets
            
            $
            4,355
            
            
            $
            2,949Noncurrent
      assets
            
            
            17,987
            
            
            
            18,154Total
assets
            
            $
            22,342
            
            
            $
            21,103Current
      liabilities
            
            $
            3,775
            
            
            $
            4,054Noncurrent
      liabilities
            
            
            3,182
            
            
            
            3,043Members’
    equity
            
            
            15,385
            
            
            
            14,006Total liabilities and members'
      equity
            
            $
            22,342
            
            
            $
            21,103Trust share of NEH
      equity
            
            $
            2,169
            
            
            $
            1,975




Summarized statements of operations data
for NEH for the years ended December 31, 2007 and 2006 is as
follows:




2007
            
            
            2006Revenues
            
            $
            10,271
            
            
            $
            8,161Cost of
      revenues
            
            
            6,324
            
            
            
            6,271Other
    expenses
            
            
            3,151
            
            
            
            1,581Total
      expenses
            
            
            9,475
            
            
            
            7,852Net
      income
            
            $
            796
            
            
            $
            309Trust share of income in
      NEH
            
            $
            112
            
            
            $
            44




US Hydro





As
a result of transactions with Synergics Inc., that occurred from April 2000
through November 2002, the Trust and the Growth Fund acquired seven
hydro-electric generating facilities with 15MW of generating capacity and notes
receivable to be repaid from the output of an additional project with 4MW of
generating capacity.US Hydro has since reached a settlement eliminating
the notes receivable.




As
of December 31, 2007, four projects sold their electric output to local
utilities pursuant to power contracts and three sold electric output at market
prices. Three of the projects are located inVirginia,
two are inNew
York,
one inCaliforniaand
one inRhode
Island.
The projects are managed by RPM under an operations and maintenance agreement
that provides for US Hydro to pay the actual cost of project operations and
maintenance along with an allocation of actual overhead to provide for
administrative services.


F-14
 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 US
Hydro at December 31, 2007 and 2006 is as follows:





2007
            
            
            2006Current
      assets
            
            $
            1,220
            
            
            $
            1,131Noncurrent
      assets
            
            
            6,045
            
            
            
            7,299Total
      assets
            
            $
            7,265
            
            
            $
            8,430Current
      liabilities
            
            $
            91
            
            
            $
            585Noncurrent
      liabilities
            
            
            564
            
            
            
            1,326Shareholders’
      equity
            
            
            6,610
            
            
            
            6,519Total liabilities and
      shareholders’ equity
            
            $
            7,265
            
            
            $
            8,430Trust share of US Hydro
      equity
            
            $
            1,934
            
            
            $
            1,907




Summarized statements of operations data
for US Hydro for the years ended December 31, 2007 and 2006 is as
follows:





2007
            
            2006Revenues
            
            $
            3,467
            
            
            $
            5,358Cost of
      revenues
            
            
            2,706
            
            
            
            2,729Operating
      expenses
            
            
            1,635
            
            
            
            1,408Other non-operating income,
      net
            
            
            (965
            )
            
            
            (107
            )Total
    expenses
            
            
            3,376
            
            
            
            4,030Net income
            
            $
            91
            
            
            $
            1,328Trust share of income in US
      Hydro
            
            $
            27
            
            
            $
            388





7.   COMMITMENTS AND
CONTINGENCIES





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




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


F-15
 Table of Contents
 RIDGEWOOD ELECTRIC POWER TRUST V
 NOTES TO CONSOLIDATED FINANCIAL
STATEMENTS
 (dollar amounts in thousands, except per
share data)


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





All
defendants in Bergeron I and Bergeron II deny the allegationsand intend to defend both actions
vigorously.





RUK gave a number of warranties and
indemnities to the purchaser of CLP. Should there be a breach of the warranties
or should an indemnifiable event occur, the buyer could make claims against RUK.
RUK purchased warranty and indemnity insurance to minimize such risk. As of
March 26, 2008, the Trust is unaware of any such claims.





On August
16, 2006, the Managing Shareholder and affiliates of the Trust filed lawsuits
against the former independent registered public accounting firm for the Trust,
Perelson Weiner, LLP (“Perelson Weiner”), in New Jersey Superior Court. 
The suits alleged professional malpractice and breach of contract in connection
with audit and accounting services performed by Perelson Weiner. On October 20,
2006, Perelson Weiner filed a counterclaim against the Trust and its affiliates
alleging breach of contract due to unpaid invoices totaling $1,188. Discovery is
ongoing and no trial date has been set. The costs and expenses of the litigation
are being paid for by the Managing Shareholder and affiliated management
companies and not the underlying investment funds, including the
Trust.





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.





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, or $2,332 annually,
as compensation for such services. The management fee is to be paid in monthly
installments and, to the extent that the Trust does not pay the management fee
on a timely basis, the Trust accrues interest at an annual rate of 10% on the
unpaid balance.





For the years ended December 31, 2007
and 2006, the Trust made management fee payments to the Managing Shareholder of
$1,166 and $290, respectively. During 2007 and 2006, the Managing Shareholder
forgave $1,166 and $2,042 of unpaid management fees. In the fourth quarter of
2007, the Managing Shareholder 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.




For the years ended December 31, 2007
and 2006, the Trust accrued interest expense of $14 and $115, respectively, on
accrued but unpaid management fees. The interest accrued has been waived by the
Managing Shareholder and recorded as capital contribution in the period
waived.


F-16
 Table of Contents
 RIDGEWOOD ELECTRIC POWER TRUST V
 NOTES TO CONSOLIDATED FINANCIAL
STATEMENTS
 (dollar amounts in thousands, except per
share data)




Under the Management Agreement with the
Managing Shareholder, 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, 2007 and 2006, RPM charged the
projects approximately $1,340 and $916, respectively, for overhead items
allocated in proportion to the amount invested in projects managed. These
charges may not be indicative of costs incurred if the Trust were not operated
by RPM.





Under the Declaration of Trust, the
Managing Shareholder is entitled to receive, concurrently with the shareholders
of the Trust other than the Managing Shareholder, 1% of all distributions from
operations made by the Trust in a year until the shareholders have received
distributions in that year equal to 12% of their equity contribution.
Thereafter, the Managing Shareholder is entitled to receive 20% of the
distributions for the remainder of the year. The Managing Shareholder is
entitled to receive 1% of the proceeds from dispositions of Trust property until
the shareholders other than the Managing Shareholder, have received cumulative
distributions equal to their original investment (“Payout”). After Payout, the
Managing Shareholder is entitled to receive 20% of all remaining distributions
of the Trust. For each of the years ended December 31, 2007 and 2006, the
Managing Shareholder received a distribution of $5 and $33, 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.





RRP owns 1.81 Investor Shares
of the Trust. The Trust granted the Managing Shareholder a single Management
Share representing the Managing Shareholder’s management rights and rights to
distributions of cash flow.





On June 26, 2003, the Managing
Shareholder, entered into a Revolving Credit and Security Agreement with
Wachovia Bank, National Association. The agreement, as amended, allows the
Managing Shareholder to obtain loans and letters of credit of up to $6,000 for
the benefit of the trusts and other funds that it manages. As part of the
agreement, the Trust agreed to limitations on its ability to incur indebtedness,
and liens and to provide guarantees. In 2007, the Managing Shareholder and
Wachovia Bank agreed to extend the Managing Shareholder’s line of credit through
May 31, 2008.


F-17
 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 receivable with the other
affiliates do not bear interest. At December 31, 2007 and 2006, the Trust had
outstanding receivables and payables as
follows:


Due from
            
            
            Due to2007
            
            
            2006
            
            
            2007
            
            
            2006RPM
            
            $
            249
            
            
            $
            329
            
            
            $
            -
            
            
            $
            -RRP
            
            
            532
            
            
            
            534
            
            
            
            -
            
            
            
            -Growth Fund
            
            
            -
            
            
            
            -
            
            
            
            251
            
            
            
            251US Hydro
            
            
            -
            
            
            
            -
            
            
            
            74
            
            
            
            13MaineHydro
            
            
            74
            
            
            
            -
            
            
            
            -
            
            
            
            6IndeckMaine
            
            
            26
            
            
            
            -
            
            
            
            -
            
            
            
            16NEH
            
            
            30
            
            
            
            53
            
            
            
            -
            
            
            
            -Other
      affiliates
            
            
            262
            
            
            
            316
            
            
            
            -
            
            
            
            5Total
            
            $
            1,173
            
            
            $
            1,232
            
            
            $
            325
            
            
            $
            291














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