Cautionary Statement Regarding Forward-Looking Statements

Certain statements in this Quarterly Report on Form 10-Q ("Quarterly Report") and the documents Ridgewood Energy V Fund, LLC (the "Fund") has incorporated by reference into this Quarterly Report, other than purely historical information, including estimates, projections, statements relating to the Fund's business plans, strategies, objectives and expected operating results, and the assumptions upon which those statements are based, are forward-looking statements based on current expectations and assumptions that are subject to risks and uncertainties that may cause actual results to differ materially from the forward-looking statements. These forward-looking statements generally are identified by the words "believe," "project," "expect," "anticipate," "estimate," "intend," "strategy," "plan," "target," "pursue," "may," "will likely result," and similar expressions. Examples of such events that could cause actual results to differ materially from historical results or those anticipated include weather conditions, such as hurricanes, changes in market conditions affecting the pricing of oil and natural gas, the cost and availability of equipment, and changes in governmental regulations. The Fund undertakes no obligation to update or revise publicly any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law.

Critical Accounting Policies and Estimates

The following discussion and analysis of the Fund's financial condition and operating results is based on its financial statements. The preparation of this Quarterly Report requires the Fund to make estimates and assumptions that affect the reported amount of assets and liabilities, disclosure of contingent assets and liabilities at the date of the Fund's financial statements, and the reported amount of revenue and expenses during the reporting period. Actual results may differ from those estimates and assumptions. See "Notes to Unaudited Condensed Financial Statements" in Part I of this Quarterly Report for a presentation of the Fund's significant accounting policies. No changes have been made to the Fund's critical accounting policies and estimates disclosed in its 2008 Annual Report on Form 10-K.

Overview of the Fund's Business

The Fund is a Delaware limited liability company formed on November 21, 2006 to acquire interests in oil and natural gas properties located in the United States offshore waters of Texas, Louisiana and Alabama in the Gulf of Mexico. Ridgewood Energy Corporation ("Ridgewood Energy" or the "Manager") a Delaware corporation, is the Manager. As the Manager, Ridgewood Energy has direct and exclusive control over the management of the Fund's operations. The Fund's primary investment objective is to generate cash for distribution to its shareholders through the acquisition of "working interests" in the exploration, production and sale of oil and natural gas.

The Manager performs certain duties on the Fund's behalf including the evaluation of potential projects for investment and ongoing management, administrative and advisory services associated with these projects. For these services, the Manager receives an annual management fee equal to 2.5% of capital contributions, net of cumulative dry-hole and related well costs incurred by the Fund, payable monthly. The Fund does not currently, nor is there any plan to operate any project in which the Fund participates. The Manager enters into operating agreements with third-party operators for the management of all exploration, development and producing operations, as appropriate. The Manager also participates in distributions.

Business Update

The Fund owns working interests and has participated in the drilling of thirteen wells, four have been determined to be successful and nine have been determined to be dry holes, of which three were determined to be dry during 2009.

Discoveries
Liberty Project
In April 2008, the Fund acquired a 5.0% working interest in the Liberty Project, an exploratory well. This project began drilling in May 2008 and was determined to be successful in July 2008. Completion efforts are ongoing and production is expected in the second quarter 2010. Through September 30, 2009, the Fund has spent $2.9 million related to this well, for which the total estimated budget is $7.0 million.

West Cameron 149
In November 2007, the Fund acquired a 25.0% working interest in West Cameron 149, an exploratory well. The project began drilling in November 2007 and was determined to be successful in December 2007. The well was completed and production commenced in June 2008. The Fund has spent $4.7 million related to this well.

Eugene Island 346/347
Well #1
In March 2007, the Fund acquired a 22.0% working interest in Eugene Island 346/347 well #1, an exploratory well. The well began drilling in April 2007 and was determined to be successful in June 2007. The well was completed and production commenced in June 2008. The Fund has spent $15.7 million related to this well.

Well #2
As a result of the drilling success of the first exploratory well for Eugene Island 346/347, the second well commenced drilling in May 2008. In May 2008, Eugene Island 346/347 well #2 was determined to be commercially successful and production commenced in July 2008. The Fund has spent $3.4 million related to this well.

None of the Fund's wells, including Eugene Island 346/347 wells #1 and #2, were materially damaged as a result of third quarter 2008 hurricane activity in the Gulf of Mexico. However, the pipeline utilized to transport these wells' oil and gas production suffered severe damage thereby shutting down production for these wells. As a result, Eugene Island 346/347 wells #1 and #2 had been shut-in until the pipeline repairs were completed. There was no cost to the Fund related to these repair activities, however, these wells did not produce oil and gas or earn revenue during this repair period. Eugene Island 346/347 wells #1 and #2 resumed production in July 2009.

Dry Holes
Eagle Project
In August 2009, the Fund acquired a 3.0% working interest in the Eagle Project, an exploratory well. This project began drilling and was determined to be an unsuccessful well, or dry hole, in August 2009. Dry-hole costs of $1.4 million were incurred during the nine months ended September 30, 2009.

Neptune Project
In July 2008, the Fund acquired a 6.0% working interest in the Neptune Project, an exploratory well. The Neptune Project began drilling in December 2008 and was determined to be an unsuccessful well, or dry hole, in May 2009. Dry-hole costs of $3.1 million were incurred during the nine months ended September 30, 2009.

South Timbalier 287
In September 2008, the Fund acquired a 4.0% working interest in South Timbalier 287, an exploratory well. This project began drilling in March 2008 and was determined to be an unsuccessful well, or dry hole, in January 2009. Dry-hole costs related to this well totaled $4.3 million, of which $0.4 million were incurred during the nine months ended September 30, 2009.

Results of Operations

The following table summarizes the Fund's results of operations for the three and nine months ended September 30, 2009 and 2008 and should be read in conjunction with the Fund's financial statements and notes thereto included within Item 1. "Financial Statements" in Part I of this Quarterly Report.

Overview. Since inception, the Fund has had three wells come onto production:
Eugene Island 346/347 well #1 and West Cameron 149, which began production in June 2008, and Eugene Island 346/347 well #2, which began production in July 2008. The Fund's Eugene Island 346/347 wells #1 and #2 had been shut-in as a result of third quarter 2008 hurricane activity and resumed production in July 2009, thereby impacting the Fund's revenue, depletion and amortization, and operating expenses.

Oil and Gas Revenue. Oil and gas revenue for the three months ended September 30, 2009 was $2.2 million, a $2.3 million decrease from the three months ended September 30, 2008. The decrease is attributable to the impact of decreased average prices totaling $3.2 million, partially offset by an increase in sales volumes totaling $0.8 million and an increase in processing revenue totaling $0.1 million.

The Fund sold approximately 14 thousand barrels and 9 thousand barrels of oil during the three months ended September 30, 2009 and 2008, respectively. The Fund's oil prices averaged $67 per barrel during the three months ended September 30, 2009 compared to $123 per barrel during the three months ended September 30, 2008.

The Fund sold 349 thousand mcf and 331 thousand mcf of gas during the three months ended September 30, 2009 and 2008, respectively. The Fund's gas prices averaged $3.23 per mcf during the three months ended September 30, 2009 compared to $10.28 per mcf during the three months ended September 30, 2008.

Oil and gas revenue for the nine months ended September 30, 2009 was $4.5 million, a $1.6 million decrease from the nine months ended September 30, 2008. The decrease is attributable to the impact of decreased average prices totaling $6.7 million, partially offset by an increase in sales volumes totaling $5.0 million and an increase in processing revenue totaling $0.2 million.

The Fund sold 16 thousand barrels and 14 thousand barrels of oil during the nine months ended September 30, 2009 and 2008, respectively. The Fund's oil prices averaged $65 per barrel during the nine months ended September 30, 2009 compared to $125 per barrel during the nine months ended September 30, 2008.

The Fund sold 842 thousand mcf and 405 thousand mcf of gas during the nine months ended September 30, 2009 and 2008, respectively. The Fund's gas prices averaged $3.87 per mcf during the nine months ended September 30, 2009 compared to $10.73 per mcf during the nine months ended September 30, 2008.

Oil and gas volume was favorably impacted in both the three and nine month periods ended September 30, 2009 due to the timing of the onset of production of West Cameron 149 in June 2008, and the resumed production for the Eugene Island wells in July 2009, as discussed above in "Overview".

Depletion and Amortization. Depletion and amortization for the each of the three months ended September 30, 2009 and 2008 was $2.7 million, compared to $3.7 million and $3.5 million, for the nine months ended September 30, 2009 and 2008, respectively. The increase for the three and nine month period is due to an increase in the production volumes partially offset by a decrease in the average depletion rate.

Dry-hole Costs. Dry-hole costs are those costs incurred to drill and develop a well that is ultimately found to be incapable of producing either oil or natural gas in sufficient quantities to justify completion of the well. During the nine months ended September 30, 2009, the Fund received credits on certain wells from their respective operators upon review and audit of the wells' costs. The following table summarizes dry-hole costs, inclusive of credits, for the three and nine months ended September 30, 2009 and 2008.

                                                   Three months ended September 30,               Nine months ended September 30,
Lease Block                                          2009                     2008                 2009                     2008
                                                                                   (in thousands)
Neptune Project                                $              -         $              -     $          3,099         $              -
Eagle Project                                             1,388                        -                1,388                        -
South Timbalier 287                                           1                        -                  446                        -
Eugene Island 346/347 well #3                                 1                        -                   11                    1,210
Eugene Island 29                                              -                        8                   (1 )                  4,308
Ruby Project                                                  -                    1,539                  (82 )                  1,539
Other wells                                                   3                        9                  117                      301
                                               $          1,393         $          1,556     $          4,978         $          7,358

Management Fees to Affiliate. Management fees for the three months ended September 30, 2009 and 2008 were $0.3 million and $0.4 million, respectively. Management fees for the nine months ended September 30, 2009 and 2008 were $1.0 million and $1.2 million, respectively. An annual management fee, totaling 2.5% of the capital contributions, net of cumulative dry-hole and related well costs incurred by the Fund, is paid monthly to the Manager.

Operating Expenses. Operating expenses include the costs of operating and maintaining wells and related facilities, geological costs and accretion expense, as detailed in the following table.

                                                   Three months ended September 30,               Nine months ended September 30,
                                                    2009                      2008                2009                      2008
                                                                                   ( in thousands)
Lease operating expense                        $           220           $           147     $           399           $           180
Workover costs                                              15                         -                  41                         -
Accretion expense                                            9                         9                  26                        12
Geological costs                                             6                        54                   7                       240
                                               $           250           $           210     $           473           $           432

Lease operating expense for the three and nine months ended September 30, 2009 and 2008 were related to the West Cameron 149 well and the Eugene Island properties. Workover costs during the three and nine months ended September 30, 2009 were related to West Cameron 149, which required minor platform repairs as a result of hurricane damage. There were no workover costs for the three and nine months ended September 30, 2008. Accretion expense is related to the asset retirement obligations established for the Fund's proved properties. Geological costs for the three and nine months ended September 30, 2009 were related to Eugene Island 346 Well #1. Geological costs for the three and nine months ended September 30, 2008 were principally related to the Eugene Island 29, Liberty and Ruby projects.

General and Administrative Expenses. General and administrative expenses represent costs specifically identifiable or allocable to the Fund, as detailed in the following table.

                                                   Three months ended September 30,              Nine months ended September 30,
                                                   2009                      2008                2009                      2008
                                                                                  ( in thousands)
Insurance expense                              $          24           $             56     $           179           $           267
Accounting fees                                           43                         42                 153                       162
Trust fees and other                                       3                         11                  14                        43
                                               $          70           $            109     $           346           $           472

Insurance expense represents premiums related to producing well and control of well insurance, which varies dependent upon the number of wells producing or drilling, and director's and officers' liability insurance. Accounting fees represent audit and tax preparation fees, quarterly reviews and filing fees incurred by the Fund. Trust fees represent bank fees associated with the management of the Fund's cash accounts.

Interest Income. Interest income is comprised of interest earned on money market accounts and investments in U.S. Treasury securities. Interest income for the three and nine months ended September 30, 2009 was $11 thousand and $0.1 million, respectively, a decrease of $0.1 million and $0.5 million, respectively, from the three and nine months ended September 30, 2008. The decrease was the result of a reduction in average outstanding balances earning interest, due to ongoing capital expenditures for oil and gas properties, coupled with lower interest rates earned.

Capital Resources and Liquidity

Operating Cash Flows
Cash flows provided by operating activities for the nine months ended September 30, 2009 were $2.8 million, primarily related to revenue received of $4.2 million and favorable working capital of $0.3 million, partially offset by payments for management fees of $1.0 million, operating expenses of $0.4 million and general and administrative expenses of $0.3 million.

Cash flows provided by operating activities for the nine months ended September 30, 2008 were $3.7 million, primarily related to revenue received of $5.7 million and interest income received of $0.3 million, partially offset by payments for management fees of $1.2 million, general and administrative expenses of $0.5 million, operating expenses of $0.4 million and an unfavorable working capital change of $0.2 million.

Investing Cash Flows
Cash flows provided by investing activities for the nine months ended September 30, 2009 were $1.1 million, primarily related to the maturity of U.S. Treasury securities totaling $10.1 million, partially offset by investments in U.S. Treasury securities of $5.0 million and capital expenditures for oil and gas properties totaling $3.9 million. Additionally, the Fund increased its salvage fund investments by $44 thousand, inclusive of $19 thousand of interest earned on this account.

Cash flows used in investing activities for the nine months ended September 30, 2008 were $13.3 million. The Fund made capital expenditures for oil and gas properties totaling $24.0 million, inclusive of advances, and investments in U.S. Treasury securities totaling $30.0 million. These amounts were partially offset by proceeds of $40.7 million related to the maturity of U.S. Treasury securities. Additionally, the Fund made investments in its salvage fund of $22 thousand, which consisted of interest earned on this account.

Financing Cash Flows
Cash flows used in financing activities for the nine months ended September 30, 2009 were $2.9 million related to manager and shareholder distributions.

Cash flows used in financing activities for the nine months ended September 30, 2008 were $2.0 million related to manager and shareholder distributions.

Estimated Capital Expenditures

The Fund has entered into multiple agreements for the drilling and development of its investment properties. The estimated capital expenditures associated with these agreements can vary depending on the stage of development on a property-by-property basis. As of September 30, 2009, the Fund had committed to spend an additional $4.1 million related to its investment properties.

When the Manager makes a decision to participate in a particular project, it assumes that the well will be successful and allocates enough capital to budget for the completion of that well and the additional development wells and infrastructure anticipated. If an exploratory well is deemed a dry hole or if it is un-economical, the capital allocated to the completion of that well and to the development of additional wells is then reallocated to a new project or used to make additional investments.

Capital expenditures for investment properties are funded with the capital raised by the Fund in its private placement offering, which is more than likely, all the capital it will be able to obtain. The number of projects in which the Fund can invest will naturally be limited, and each unsuccessful project the Fund experiences will reduce its ability to generate revenue and exhaust its capital. Typically, the Manager seeks an investment portfolio that combines high and low risk exploratory projects.

Liquidity Needs

The Fund's primary short-term liquidity needs are to fund its operations, inclusive of management fees, and capital expenditures for its investment properties. Operations are funded utilizing operating income, existing cash on-hand, short-term investments and income earned therefrom.

The Manager is entitled to receive an annual management fee from the Fund regardless of the Fund's profitability in that year. Generally, all or a portion of the management fee is paid from operating income and interest income, although the management fee can be paid out of capital contributions; however, this is not the Fund's intent.

Distributions are funded from available cash from operations, as defined in the Fund's limited liability company agreement, and the frequency and amount are within the Manager's discretion subject to available cash from operations, reserve requirements and the Fund's operations.

Off-Balance Sheet Arrangements

The Fund had no off-balance sheet arrangements at September 30, 2009 and December 31, 2008 and does not anticipate the use of such arrangements in the future.

Contractual Obligations

The Fund enters into operating agreements with operators. On behalf of the Fund, an operator enters into various contractual commitments pertaining to exploration, development and production activities. The Fund does not negotiate any such contracts. No contractual obligations exist at September 30, 2009 and December 31, 2008 other than those discussed in "Estimated Capital Expenditures" above.

Recent Accounting Pronouncements

See Note 3 of Notes to Unaudited Condensed Financial Statements - "Recent Accounting Standards" contained in this Quarterly Report for a discussion of recent accounting pronouncements.