10-Q/A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 10-Q/A

(Mark One)

x	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended June 30, 2011
Or
o	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from ________ to _______

Commission File Number:   0-24143

RIDGEWOOD ELECTRIC POWER TRUST V

(Exact Name of Registrant as Specified in Its Charter)

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

500 Delaware Avenue, #1112,Wilmington, DE	19801
(Address of Principal Executive Offices)	(Zip Code)

(302) 888-7444

(Registrant’s Telephone Number, Including Area Code)

Not Applicable

(Former name, former address and former fiscal year, if changed since last report)

Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.  Yes þ  No o

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).  Yes þ  No o

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

Large accelerated filer  o	Accelerated filer  o	Non-accelerated filer  o	Smaller reporting company  þ
		(Do not check if a smaller reporting company)

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

Yes o  No þ

As of July 31, 2011, there were 932.8877 Investor Shares outstanding.

RIDGEWOOD ELECTRIC POWER TRUST V

EXPLANATORY NOTE

The purpose of the Form 10–Q/A to Ridgewood Electric Power Trust V’s quarterly report on Form 10–Q for the quarter ended June 30, 2011, filed with the Securities and Exchange Commission on August 12, 2011 (the “Form 10–Q”), is solely to furnish Exhibit 101 to the Form 10–Q in accordance with Rule 405 of Regulation S–T.

No other changes have been made to the Form 10–Q. This Amendment speaks as of the original filing date of the form 10–Q, does not reflect events that may have occurred subsequent to the original filing date and does not modify or update in any way disclosures made in the original Form 10–Q.

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ITEM 6.  EXHIBITS

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

101.INS	#	XBRL Instance Document
101.SCH	#	XBRL Taxonomy Extension Schema Document
101.CAL	#	XBRL Taxonomy Extension Calculation Linkbase Document
101.LAB	#	XBRL Taxonomy Extension Label Linkbase Document
101.PRE	#	XBRL Taxonomy Extension Presentation Linkbase Document

* Previously filed as an exhibit to the original Form 10-Q for the quarter ended June 30, 2011, filed August 12, 2011.

# Furnished herewith. Under Rule 406T of Regulation S-T, this exhibit is deemed not filed or part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, as amended, is deemed not filed for purposes of Section 18 of the Securities and Exchange Act of 1934, as amended, and otherwise is not subject to liability under those sections.

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SIGNATURE

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

	RIDGEWOOD ELECTRIC POWER TRUST V
Date: August 26, 2011	By:	/s/  Jeffrey H. Strasberg
		Jeffrey H. Strasberg
		Chief Executive and Financial Officer
		(Principal Executive, Financial and Accounting Officer)

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CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN NET ASSETS (USD $) In Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2011	Jun. 30, 2010	Jun. 30, 2011	Jun. 30, 2010
CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN NET ASSETS [Abstract]
Net assets in liquidation, beginning of period	$ 25	$ 852	$ 36	$ 1,248
Adjustment to estimated Special Litigation Committee expenses	(41)	(350)	(206)	(350)
Adjustment to estimated management fees to be incurred during liquidation			136	(375)
Investment income in unconsolidated entities				44
Loss on disposal of REFI				(15)
Distribution to shareholders		(466)		(466)
Other, net	26		44	(50)
Net assets in liquidation, end of period	$ 10	$ 36	$ 10	$ 36

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DESCRIPTION OF BUSINESS

6 Months Ended

Jun. 30, 2011

DESCRIPTION OF BUSINESS [Abstract]

DESCRIPTION OF BUSINESS

1.      DESCRIPTION OF BUSINESS

Ridgewood Electric Power Trust V (the "Trust") is a Delaware trust formed on March 14, 1996. The Trust began offering shares in April 1996 and concluded its offering in April 1998. The Trust has 932.8877 investor shares of beneficial interest ("Investor Shares") outstanding. Prior to the adoption of the Trust's Plan of Dissolution (described below), the objective of the Trust was 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, a New Jersey limited liability company (the "Managing Shareholder" or "RRP"). Historically, the Trust focused primarily on independent power generation facilities, water desalinization plants and other infrastructure projects both in the US and abroad.

The Trust's accompanying condensed consolidated financial statements include the accounts of the Trust. The Trust owned a 14.1% interest in Ridgewood Near East Holding LLC ("NEH"). On March 2, 2010, NEH sold its interests in its wholly owned subsidiary, Ridgewood Egypt for Infrastructure LLC (Egypt) ("REFI"), the final operating asset of the Trust, as further discussed in Note 4.

On December 22, 2008, the Plan of Liquidation and Dissolution of Ridgewood Electric Power Trust V (the "Plan of Dissolution") became effective. Under the Plan of Dissolution, the business of the Trust shifted, and became limited to the disposal of its remaining assets and resolution of its remaining liabilities. Upon the completion of these activities, if successful, the Managing Shareholder expects to distribute any remaining cash to the Trust's shareholders and then proceed to terminate the Trust and its reporting obligations under the Securities Exchange Act of 1934, as amended (the "Exchange Act"). The Trust is required to make adequate provisions to satisfy its known and unknown liabilities, which could substantially delay or limit the Trust's ability to make future distributions to shareholders. The process of accounting for the Trust's liabilities, including those that are presently unknown, may involve difficult valuation decisions, which could adversely impact the amount or timing of any future distributions by the Trust.

Under the Plan of Dissolution, the Managing Shareholder has sole authority to conduct the Trust's dissolution, liquidation and termination without additional shareholder approval. As of August 12, 2011, the Trust has not been liquidated, primarily due to on-going litigation discussed in Note 5. The Managing Shareholder is unable to estimate when this litigation will be resolved and what financial impact the litigation will have on the Trust's net assets and the timing of any distributions to shareholders. The Trust does not anticipate any distributions until the Trust has completed the liquidation process, at which time, the Trust's remaining cash, if any, will be distributed to its shareholders.

For the purposes of the Trust's estimates of fees and expenses to be incurred during liquidation, management has assumed that the liquidation of the Trust will be completed by December 31, 2011. If the liquidation of the Trust, including the resolution of the litigation discussed in Note 5, is not completed by that date, the actual expenses that the Trust will incur will likely increase.

The Trust estimates that it currently has sufficient cash to meet its known obligations, primarily as the Managing Shareholder has agreed to pay fees and expenses associated with a Special Litigation Committee, if the Trust does not have the cash to do so. Additionally, the Managing Shareholder anticipates waving a portion of management fees due to it, though it is under no obligation to do so.

The Trust has evaluated subsequent events and transactions through the date of the issuance of its financial statements, and concluded that there were no such events or transactions that require adjustment to, or disclosure in the notes to, the condensed consolidated financial statements.

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Document and Entity Information	6 Months Ended
	Jun. 30, 2011	Jul. 31, 2011
Document and Entity Information [Abstract]
Document Type	10-Q
Amendment Flag	false
Document Period End Date	Jun. 30, 2011
Entity Registrant Name	RIDGEWOOD ELECTRIC POWER TRUST V
Entity Central Index Key	0001060755
Current Fiscal Year End Date	--12-31
Document Fiscal Year Focus	2011
Document Fiscal Period Focus	Q2
Entity Filer Category	Smaller Reporting Company
Entity Common Stock, Shares Outstanding		932.8877

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COMMITMENTS AND CONTINGENCIES

6 Months Ended

Jun. 30, 2011

COMMITMENTS AND CONTINGENCIES [Abstract]

COMMITMENTS AND CONTINGENCIES

5.      COMMITMENTS AND CONTINGENCIES

On March 20, 2007, the Paul Bergeron Trust ("Bergeron") commenced a derivative action on behalf of the Trust, in Suffolk County Superior Court, Commonwealth of Massachusetts. Bergeron 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 was unfair, and sought an injunction prohibiting the distribution to shareholders of such proceeds. The Superior Court denied the request by Bergeron for an injunction. On February 29, 2008, an amended complaint was filed adding two additional investors, one in the Trust and one in The Ridgewood Power Growth Fund ("Growth Fund"), as derivative plaintiffs. On October 6, 2010, the Superior Court allowed the plaintiffs to file a second amended complaint adding a claim that the defendants breached fiduciary duties to the Trust and Growth Fund by forming affiliated funds to finance the expansion of underlying projects in which each of the Trust and Growth Fund had an interest rather than using alternative financing, which allegedly resulted in a misallocation of sale proceeds. As previously reported, Bergeron is no longer a party to this derivative action; however the other plaintiffs continue to pursue this matter. Discovery recently ended. A pre-trial conference is scheduled for September 2, 2011 and trial set to begin on November 29, 2011.

In May 2010, the Managing Shareholder formed a Special Litigation Committee comprised of two members independent of the Managing Shareholder, the Trust and Growth Fund. The purpose of the committee, as stated in its charter, is to perform an independent evaluation of the derivative action and make all decisions on behalf of the Trust and Growth Fund relative to the derivative action. The Special Litigation Committee has retained legal counsel and has reviewed documents and interviewed witnesses related to the litigation. On October 29, 2010, the Special Litigation Committee issued its report finding that, in the committee's opinion, there is not sufficient evidence to support the plaintiffs' allegations and the chance of the plaintiffs succeeding on the merits of the complaint to be extremely poor. The Special Litigation Committee concluded that the Trust and Growth Fund should move to have the complaint dismissed and the litigation ended. Counsel to the Special Litigation Committee filed a motion to dismiss. The plaintiffs challenged the motion to dismiss, oral arguments were heard in July 2011, and the judge denied the motion to dismiss in early August 2011. The defendants anticipate that the court's ruling will be appealed.  The costs of the Special Litigation Committee are being borne by the Trust and Growth Fund.  

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CASH AND CASH EQUIVALENTS

6 Months Ended

Jun. 30, 2011

CASH AND CASH EQUIVALENTS [Abstract]

CASH AND CASH EQUIVALENTS

3.      CASH AND CASH EQUIVALENTS

The Trust considers all highly liquid investments with maturities, when purchased, of three months or less as cash and cash equivalents. At June 30, 2011, cash and cash equivalents did not exceed federal insured limits.

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BASIS OF PRESENTATION

6 Months Ended

Jun. 30, 2011

BASIS OF PRESENTATION [Abstract]

BASIS OF PRESENTATION

2.      BASIS OF PRESENTATION

The accompanying condensed consolidated financial statements are unaudited and have been prepared pursuant to the rules of the United States Securities and Exchange Commission (the "SEC") and, in the opinion of management, include all adjustments that are necessary for a fair presentation of the condensed consolidated financial statements for the periods presented. Certain information and footnote disclosures normally included in consolidated financial statements prepared in accordance with accounting principles generally accepted in the United States of America ("GAAP") have been condensed or omitted pursuant to SEC rules. These condensed consolidated financial statements should be read in conjunction with the Trust's Annual Report on Form 10-K for the year ended December 31, 2010, filed with the SEC on February 18, 2011 (the "2010 Form 10-K"). No significant changes have been made to the Trust's accounting policies and estimates disclosed in its 2010 Form 10-K.

Upon the effectiveness of the Trust's Plan of Dissolution, the Trust began preparing its consolidated financial statements on the liquidation basis of accounting. This basis of accounting is considered appropriate when, among other things, liquidation of the Trust is probable. Under this basis of accounting, assets are valued at their estimated net realizable values and liabilities are valued at their estimated settlement amounts. The valuation of assets and liabilities requires management to make significant estimates and assumptions.

Upon conversion to the liquidation basis of accounting, the Trust accrued known estimated values of assets expected to be received and known estimated costs expected to be incurred in liquidation. On an ongoing basis, the Trust evaluates the estimates and assumptions that can have a significant impact on the Trust's reported net assets in liquidation. Actual amounts may differ materially and adversely from these estimates. If there are delays in liquidating the Trust, actual costs incurred during the liquidation process would increase, reducing net assets available in liquidation and for future distributions to shareholders.

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INVESTMENT

6 Months Ended

Jun. 30, 2011

INVESTMENT [Abstract]

INVESTMENT

4.      INVESTMENT

On March 2, 2010, NEH disposed of all of its interest in REFI for cash to Mr. Zaki Girges, the general manager of REFI, and El Orouba for Water Desalination S.A.E., an Egyptian joint stock company owned by Mr. Girges and his family. NEH received gross proceeds, prior to expenses, of $13,000 of which $1,833 was allocated to the Trust.

Summarized statement of operations data for NEH for the period from January 1, 2010 to March 2, 2010 was as follows:

Revenues	$	1,939
Gross profit		323
Income from operations		66
Net income		313
Trust share of income in NEH		44

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CONDENSED CONSOLIDATED STATEMENTS OF NET ASSETS (USD $) In Thousands	Jun. 30, 2011	Dec. 31, 2010
Current assets:
Cash and cash equivalents	$ 13	$ 440
Due from affiliates	100
Other current assets	12	6
Total assets	125	446
Current liabilities:
Accounts payable and accrued expenses	95	231
Due to affiliates	20	179
Total liabilities	115	410
Net assets in liquidation	$ 10	$ 36