As filed with the Securities and Exchange Commission on January 21, 2014
Registration No. 333-      

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
 
Washington, D.C. 20549
 
___________________________________________
 
FORM S-8
REGISTRATION STATEMENT
 
UNDER
THE SECURITIES ACT OF 1933
___________________________________________
 
Cypress Energy Partners, L.P .
 
(Exact name of Registrant as Specified in Its Charter)
 
___________________________________________
 
Delaware	1389	61-1721523	
(State or Other Jurisdiction of
Incorporation or Organization)	(Primary Standard Industrial
Classification Code Number)	(I.R.S. Employer
Identification Number)	
 
5727 S. Lewis Avenue, Suite 500
Tulsa, Oklahoma 74105
(918) 748-3900
 
(Address, Including Zip Code, and Telephone Number, including Area Code, of Registrant’s Principal Executive Offices)
 
___________________________________________
 
G. Les Austin
Vice President and Chief Financial Officer
Cypress Energy Partners, L.P.
5727 S. Lewis Avenue, Suite 500
Tulsa, Oklahoma 74105
(918) 748-3900
 
(Name, Address, Including Zip Code, and Telephone Number, Including Area Code, of Agent for Service)
 
___________________________________________
 
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 ¨	Accelerated filer ¨	Non-accelerated filer x .	Smaller reporting company ¨	
 	 	(Do not check if a smaller reporting company)	
 
CALCULATION OF REGISTRATION FEE
 
Title of securities
to be registered	 	Amount to be
registered (1)(2)	 	 	Proposed maximum
offering price
per share (3)	 	 	Proposed maximum
aggregate offering
price (3)	 	 	Amount of
registration
fee	 	
Common units representing limited partner interests	 	 	1,182,600	 	 	$	20.65	 	 	$	24,420,690	 	 	$	3,145.38	 	
 
	( 1)	Represents the common units representing limited partner interests (“ Common Units ”) of Cypress Energy Partners, L.P. (the “ Registrant ”) issuable pursuant to the Cypress Energy Partners, L.P. 2013 Long-Term Incentive Plan (the “ Plan ”) being registered hereon.	
 
	(2)	Pursuant to Rule 416(a) under the Securities Act of 1933, as amended (the “ Securities Act ”), there are also being registered such additional Common Units as may become issuable pursuant to the anti-dilution adjustment provisions of the Plan.	
 
	(3)	Estimated solely for purposes of calculating the registration fee in accordance with Rules 457(h) and 457(c) under the Securities Act based on the average of the high and low trading prices per Common Unit reported on the New York Stock Exchange on January 15, 2014.	

 	

 	
 
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
 
Cypress Energy Partners GP, LLC, a Delaware limited liability company and the general partner of the Registrant (the “ General Partner ”), will send or give to all participants in the Plan the document(s) containing information required by Part I of Form S-8, as specified in Rule 428(b)(1) promulgated by the Securities and Exchange Commission (the “ Commission ”) under the Securities Act. In accordance with the rules and regulations of the Commission, the Registrant has not filed such document(s) with the Commission, but such documents (along with the documents incorporated by reference into this Registration Statement on Form S-8 (the “ Registration Statement ”) pursuant to Item 3 of Part II hereof) shall constitute a prospectus that meets the requirements of Section 10(a) of the Securities Act.
 
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
 
Item 3. Incorporation of Documents by Reference.
 
The Registrant hereby incorporates by reference into this Registration Statement the following documents:
 
	(a)	The Registrant’s prospectus filed pursuant to Rule 424(b) under the Securities Act (File No. 333-192328) relating to the Registrant’s Registration Statement on Form S-1, initially filed with the Securities and Exchange Commission (the “ Commission ”) on November 13, 2013 (as amended, and including exhibits, the “ S-1 Registration Statement ”);	
 
	(b)	The Registrant’s Current Report on Form 8-K (File No. 001-36260) filed with the Commission on January 21, 2014.	
 
	(c)	The description of the Common Units contained in the Registrant’s Registration Statement on Form 8-A (File No. 001-36260) filed with the Commission on January 10, 2014 pursuant to Section 12(b) of the Securities Exchange Act of 1934 (the “ Exchange Act ”), including any amendment or report filed for the purpose of updating such description.	
 
Except to the extent that information is deemed furnished and not filed pursuant to securities laws and regulations, all documents filed by the Registrant pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act subsequent to the date hereof and prior to the filing of a post-effective amendment that indicates that all securities offered have been sold or that deregisters all securities then remaining unsold shall also be deemed to be incorporated by reference herein and to be a part hereof from the dates of filing of such documents. Any statement contained in a document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for purposes of this Registration Statement to the extent that a statement contained herein or in any other subsequently filed document which also is or is deemed to be incorporated by reference herein modifies or supersedes such statement. Any statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Registration Statement.
 
Item 4. Description of Securities.
 
Not Applicable.
 
Item 5. Interests of Named Experts and Counsel.
 
Not Applicable.

 	

 	
 
Item 6. Indemnification of Directors and Officers.
 
Section 7.7(a) of the Registrant’s First Amended and Restated Agreement of Limited Partnership, dated as of January 21, 2014 (the “ Partnership Agreement ”), provides that the Registrant will indemnify and hold harmless the following persons (each, an “ Indemnitee ”), to the fullest extent permitted by law, from and against all losses, claims, damages, liabilities, joint or several, expenses (including legal fees and expenses), judgments, fines, penalties, interest, settlements or other amounts arising from any and all threatened, pending or completed claims, demands, actions, suits or proceedings, whether civil, criminal, administrative or investigative, and whether formal or informal and including appeals, in which any such person is involved, or threatened to be involved, as a party of otherwise, by reason of such person’s status with respect to the Registrant and acting (or refraining to act) in such capacity:
 
	·	The General Partner, as the general partner of the Registrant;	
 
	·	any departing general partner of the Registrant;	
 
	·	any person who is or was an affiliate of the General Partner or any departing general partner of the Registrant;	
 
	·	any person who is or was a managing member, manager, general partner, director, officer, fiduciary or trustee of the Registrant, its subsidiaries, the General Partner, any departing general partner of the Registrant or any of their respective affiliates;	
 
	·	any person who is or was serving at the request of the General Partner or any departing general partner of the Registrant or any of their respective affiliates as an officer, director, managing member, manager, general partner, fiduciary or trustee of another person owing a fiduciary duty to the Registrant or any of its subsidiaries, provided that a person shall not be an Indemnitee for purposes of the Partnership Agreement by reason of providing, on a fee-for-services basis, trustee, fiduciary or custodial services; and	
 
	·	any person the General Partner designates as an Indemnitee because such person’s status, service or relationship exposes such person to claims, demands, suits or proceedings relating to the business and affairs of the Registrant and its subsidiaries.	
 
Provided , that no such Indemnitee will be indemnified and held harmless pursuant to the Partnership Agreement if there has been a final non-appealable judgment entered by a court of competent jurisdiction determining that such Indemnitee, in respect of the matter for which such Indemnitee is seeking indemnification under the Partnership Agreement, acted in bad faith or engaged in intentional fraud, willful misconduct, or with respect to any criminal matter, acted with knowledge that such Indemnitee’s conduct was unlawful; provided further , that none of the General Partner’s affiliates (other than any Group Member (as defined in the Partnership Agreement)), or any other Indemnitee, will be entitled to indemnification for any such affiliate’s obligations under the Transaction Documents (as defined in the Partnership Agreement).
 
Any indemnification described above will be made only out of the Registrant’s assets. Unless the General Partner otherwise agrees, the General Partner will not be personally liable for such indemnification and will not have any obligation to contribute or loan funds or assets to the Registrant to enable the Registrant to effectuate such indemnification.
 
Section 7.7(b) of the Partnership Agreement states that, to the fullest extent permitted by law, expenses (including legal fees and expenses) incurred by an Indemnitee in defending any claim, demand, action, suit or proceeding shall, from time to time, be advanced by the Registrant prior to a final and non-appealable judgment entered by a court of competent jurisdiction determining that the Indemnitee is not entitled to be indemnified upon receipt by the Registrant of any undertaking by or on behalf of the Indemnitee to repay such amount if it shall be determined that the Indemnitee is not entitled to be indemnified as authorized by Section 7.7 of the Partnership Agreement.

 	

 	
 
Section 7.7(d) the Partnership Agreement states that the Registrant may purchase and maintain (or reimburse the General Partner or its affiliates for the cost of) insurance, on behalf of the General Partner, its affiliates and such other persons as the General Partner shall determine, against any liabilities that may be asserted against, or expenses that may be incurred by, such person in connection with the Registrant’s activities or such person’s activities on behalf of the Registrant, regardless of whether the Registrant would have the power to indemnify such person against such liabilities under the Partnership Agreement. As of the date of the effectiveness of the Registrant’s S-1 Registration Statement, the General Partner maintains directors and officers liability insurance for the benefit of its directors and officers.
 
Subject to the limitations set forth in the Partnership Agreement, Section 17-108 of the Delaware Act empowers a Delaware limited partnership to indemnify and hold harmless any partner or other persons from and against all claims and demands whatsoever.
 
Under the amended and restated limited liability company agreement of the General Partner, in most circumstances, the General Partner will provide indemnification similar to that in the Partnership Agreement for each of the following: (i) Cypress Energy Holdings II, LLC, as the initial member of the General Partner, and any person later admitted to the General Partner as a member; (ii) any person who is or was an affiliate of the General Partner (other than the Registrant and its subsidiaries); (iii) any person who is or was a member, partner, director, officer, fiduciary or trustee of the General Partner or its affiliates (other than the Registrant and its subsidiaries); (iv) any person who is or was serving at the request of the General Partner or its affiliates as an officer, director, member, manager, partner, fiduciary or trustee of another person; provided, however, that a person shall not be entitled to indemnification solely by reason of providing, on a fee-for-services basis, trustee, fiduciary or custodial services; and (v) any person designated by the board of directors of the General Partner.
 
In addition, under Section 8 of that certain Underwriting Agreement, dated as of January 14, 2014 and filed with the Commission as Exhibit 1.1 to the Registrant’s Current Report on Form 8-K (File No. 001-36260) filed with the Commission on January 21, 2014 (the “ Underwriting Agreement ”), the General Partner, the Registrant and certain of their affiliates have agreed to indemnify the underwriters that are parties thereto against certain liabilities, including liabilities under the Securities Act, and to contribute to payments that may be required to be made in respect of these liabilities.
 
Item 7. Exemptions from Registration Claimed.
 
Not Applicable.
 
Item 8. Exhibits.
 
No.	 	Description	
 	 	 	
 4.1	 	Certificate of Limited Partnership of Cypress Energy Partners, L.P. (incorporated by reference to Exhibit 3.7 to the Registrant’s Registration Statement on Form S-1 (File No. 333-192328), initially filed by the Registrant on November 13, 2013, as amended.)	
 	 	 	
4.3	 	Form of First Amended and Restated Agreement of Limited Partnership of Cypress Energy Partners, L.P. (incorporated by reference to Exhibit 3.2 to the Registrant’s Registration Statement on Form S-1 (File No. 333-192328), initially filed by the Registrant on November 13, 2013, as amended.)	
 	 	 	
4.4	 	Cypress Energy Partners, L.P. 2013 Long-Term Incentive Plan (incorporated by reference to Exhibit 10.2 to the Registrant’s Registration Statement on Form S-1 (File No. 333-192328), initially filed by the Registrant on November 13, 2013, as amended.)	
 	 	 	
5.1*	 	Opinion of Latham & Watkins LLP	
 	 	 	
23.1*	 	Consent of Ernst & Young LLP	
 	 	 	
23.2*	 	Consent of Ernst & Young LLP	
 	 	 	
23.3*	 	Consent of Grant Thornton LLP	
 	 	 	
23.4*	 	Consent of Latham & Watkins LLP (contained in Exhibit 5.1 hereto)	
 	 	 	
24.1	 	Power of Attorney (included on the signature page hereof)	
 
* filed herewith

 	

 	
 
Item 9. Undertakings.
 
(a) The undersigned registrant hereby undertakes:
 
(1) To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:
 
(i) To include any prospectus required by Section 10(a)(3) of the Securities Act of 1933;
 
(ii) To reflect in the prospectus any facts or events arising after the effective date of this registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in this registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than 20 percent change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement; and
 
(iii) to include any material information with respect to the plan of distribution not previously disclosed in this registration statement or any material change to such information in this registration statement;
 
provided , however , that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in reports filed with or furnished to the Commission by the registrant pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference in the registration statement.
 
(2) That, for the purpose of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.
 
(3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.
 
(b) The undersigned registrant hereby undertakes that, for purposes of determining any liability under the Securities Act of 1933, each filing of the registrant’s annual report pursuant to Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934 (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to Section 15(d) of the Securities Exchange Act of 1934) that is incorporated by reference in the registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.
 
(c) Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue.

 	

 	
 
SIGNATURES
 
Pursuant to the requirements of the Securities Act, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Tulsa, State of Oklahoma, on January 21, 2014.
 
 	Cypress Energy Partners, L.P.	
 	 	 	
 	By:	Cypress Energy Partners GP, LLC, its General Partner	
 	 	 	
 	By:	/s/ G. Les Austin  	
 	 	G. Les Austin	
 	 	Vice President and Chief Financial Officer	
 
Each person whose signature appears below appoints Peter C. Boylan III and G. Les Austin, and each of them, any of whom may act without the joinder of the other, as his true and lawful attorneys-in-fact and agents, with full power of substitution and re-substitution, for him and in his name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this Registration Statement and any Registration Statement (including any amendment thereto) for this offering that is to be effective upon filing pursuant to Rule 462(b) under the Securities Act of 1933, as amended, and to file the same, with all exhibits thereto, and all other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, or their or his substitute and substitutes, may lawfully do or cause to be done by virtue hereof.
 
Pursuant to the requirements of the Securities Act of 1933, as amended this Registration Statement has been signed by the following persons in the capacities and the dates indicated.
 
Signature	Title	Date	
 	 	 	
/s/ Peter C. Boylan III	 	 	
Peter C. Boylan III	Chairman of the Board of Directors, Chief Executive Officer
and President
(Principal Executive Officer) and Director	January 21, 2014	
 	 	 	
/s/ G. Les Austin	 	 	
G. Les Austin	Vice President and Chief Financial Officer
(Principal
Financial Officer and Principal
Accounting Officer)	January 21, 2014	
 	 	 	
/s/ Henry Cornell	 	 	
Henry Cornell	Director	January 21, 2014	
 	 	 	
/s/ Philip Gisi	 	 	
Philip Gisi	Director	January 21, 2014	
 	 	 	
/s/ John T. McNabb II	 	 	
John T. McNabb II	Director	January 21, 2014	
 	 	 	
/s/ Charles C. Stephenson, Jr.	 	 	
Charles C. Stephenson, Jr.	Director	January 21, 2014	

 	

 	
 
INDEX TO EXHIBITS

No.	 	Description	
 	 	 	
 4.1	 	Certificate of Limited Partnership of Cypress Energy Partners, L.P. (incorporated by reference to Exhibit 3.7 to the Registrant’s Registration Statement on Form S-1 (File No. 333-192328), initially filed by the Registrant on November 13, 2013, as amended.)	
 	 	 	
4.3	 	Form of First Amended and Restated Agreement of Limited Partnership of Cypress Energy Partners, L.P. (incorporated by reference to Exhibit 3.2 to the Registrant’s Registration Statement on Form S-1 (File No. 333-192328), initially filed by the Registrant on November 13, 2013, as amended.)	
 	 	 	
4.4	 	Cypress Energy Partners, L.P. 2013 Long-Term Incentive Plan (incorporated by reference to Exhibit 10.2 to the Registrant’s Registration Statement on Form S-1 (File No. 333-192328), initially filed by the Registrant on November 13, 2013, as amended.)	
 	 	 	
5.1*	 	Opinion of Latham & Watkins LLP	
 	 	 	
23.1*	 	Consent of Ernst & Young LLP	
 	 	 	
23.2*	 	Consent of Ernst & Young LLP	
 	 	 	
23.3*	 	Consent of Grant Thornton LLP	
 	 	 	
23.4*	 	Consent of Latham & Watkins LLP (contained in Exhibit 5.1 hereto)	
 	 	 	
24.1	 	Power of Attorney (included on the signature page hereof)	
 
* filed herewith

 	

 
 	811 Main Street, Suite 3700	
 	Houston, TX  77002	
 	Tel: +1.713.546.5400  Fax: +1.713.546.5401	
  	www.lw.com	
 	FIRM / AFFILIATE OFFICES	
  	Abu Dhabi	Milan	
 	Barcelona	Moscow	
 	Beijing	Munich	
 	Boston	New Jersey	
 	Brussels	New York	
 	Chicago	Orange County	
 	Doha	Paris	
 	Dubai	Riyadh	
 	Düsseldorf	Rome	
 	Frankfurt	San Diego	
 	Hamburg	San Francisco	
January 21, 2014	Hong Kong	Shanghai	
 	Houston	Silicon Valley	
Cypress Energy Partners, L.P.	London	Singapore	
5727 S. Lewis Avenue, Suite 500	Los Angeles	Tokyo	
Tulsa, Oklahoma 74105	Madrid	Washington, D.C.	
 
Re: Registration Statement on Form S-8 with respect to 1,182,600 Common Units
 
Ladies and Gentlemen:
 
We have acted as special counsel to Cypress Energy Partners, L.P., a Delaware limited partnership (the “ Partnership ”), in connection with the proposed issuance of up to 1,182,600 common units representing limited partner interests in the Partnership (the “ Common Units ”), issuable under the Partnership’s 2013 Long-Term Incentive Plan (the “ Plan ”). The Common Units are included in a registration statement on Form S-8 under the Securities Act of 1933, as amended (the “ Act ”), filed with the Securities and Exchange Commission (the “ Commission ”) on January 21, 2014 (the “ Registration Statement ”). This opinion is being furnished in connection with the requirements of Item 601(b)(5) of Regulation S-K under the Act, and no opinion is expressed herein as to any matter pertaining to the contents of the Registration Statement or related prospectus, other than as expressly stated herein with respect to the issuance of the Common Units.
 
As such counsel, we have examined such matters of fact and questions of law as we have considered appropriate for purposes of this letter. With your consent, we have relied upon certificates, and other assurances of officers of the general partner of the Partnership and others as to factual matters without having independently verified such factual matters. We are opining herein as to the Delaware Revised Uniform Limited Partnership Act (the “ Delaware Act ”), and we express no opinion with respect to any other laws.
 
Subject to the foregoing and the other matters set forth herein, it is our opinion that, as of the date hereof, when the Common Units shall have been duly registered on the books of the transfer agent and registrar therefor in the name or on behalf of the recipient and have been issued by the Partnership against payment therefor in the circumstances contemplated by the Plan, assuming in each case that the individual grants or awards under the Plan are duly authorized by all necessary limited partnership action and duly granted or awarded and exercised in accordance with the requirements of law and the Plan (and the agreements and awards duly adopted thereunder and in accordance therewith), the issuance and sale of the Common Units will have been duly authorized by all necessary limited partnership action of the Partnership, and the Common Units will be validly issued and, under the Delaware Act, recipients of the Common Units will have no obligation to make further payments for their receipt of Common Units or contributions to the Partnership solely by reason of their ownership of Common Units or their status as limited partners of the Partnership, whether arising in contract, tort or otherwise, solely by reason of being limited partners of the Partnership.

 	

 	
 
January 21, 2014
Page 2

 
This opinion is for your benefit in connection with the Registration Statement and may be relied upon by you and by persons entitled to rely upon it pursuant to the applicable provisions of the Act. We consent to your filing this opinion as an exhibit to the Registration Statement. In giving such consent, we do not thereby admit that we are in the category of persons whose consent is required under Section 7 of the Act or the rules and regulations of the Commission thereunder.

Very truly yours,
 
/s/ Latham & Watkins LLP

 	

 

 

Consent of Independent Registered Public Accounting Firm
 
We consent to the incorporation by reference in the Registration Statement (Form S-8) pertaining to the Cypress Energy Partners, L.P. 2013 Long-Term Incentive Plan of our report dated June 14, 2013 with respect to consolidated financial statements of Cypress Energy Partners, LLC; our report dated September 12, 2013 with respect to the consolidated financial statements Cypress Energy Partners Predecessor; and our report dated September 19, 2013 with respect to the balance sheet of Cypress Energy Partners, LP, included in the Registration Statement (Form S-1 No. 333-192328) and related Prospectus of Cypress Energy Partners, LP, filed with the Securities and Exchange Commission.
 
/s/ Ernst & Young LLP
 
Tulsa, Oklahoma
January 21, 2014

 	

 

Consent of Independent Auditors
 
We consent to the incorporation by reference in the Registration Statement (Form S-8) pertaining to the Cypress Energy Partners, L.P. 2013 Long-Term Incentive Plan of our report dated July 15, 2013, with respect to the statement of revenues and direct operating expenses of the assets purchased by Cypress Energy Partners, LLC from Moxie Disposal Systems, LLC and Peach Energy Services, LLC, included in the Registration Statement (Form S-1 No. 333-192328) and related Prospectus of Cypress Energy Partners, LP, filed with the Securities and Exchange Commission.
 
/s/ Ernst & Young LLP
 
Tulsa, Oklahoma
January 21, 2014

 	

 
CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
 
We have issued our report dated March 29, 2013, with respect to the audited consolidated financial statements of Tulsa Inspection Resources, Inc. contained in the Prospectus, filed on January 14, 2014, relating to the Registration Statement on Form S-1 (File No. 333-192328) filed by Cypress Energy Partners, L.P., which is incorporated by reference in this Registration Statement on Form S-8. We consent to the incorporation by reference of the aforementioned report in this Registration Statement on Form S-8.
 
/s/ GRANT THORNTON LLP
 
Tulsa, Oklahoma
January 21, 2014