Exhibit 5.1
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| April 5, 2019 | | Hong Kong | | Shanghai |
| | Houston | | Silicon Valley |
| | London | | Singapore |
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| Cypress Energy Partners, L.P. | | Madrid | | Washington, D.C. |
| 5727 South Lewis Avenue, Suite 300 | | Milan | | |
| Tulsa, Oklahoma 74105 | | | | |
| | Re: | Cypress Energy Partners, L.P. Registration StatementNo. 333-230380 – Continuous Equity Offering of Common Units Having an Aggregate Offering Price of up to $10,000,000 |
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 offer and sale from time to time by the Partnership of common units representing limited partner interests in the Partnership having an aggregate offering price of up to $10,000,000 (“Common Units”). The Common Units are included in a registration statement on FormS-3 (RegistrationNo. 333-230380) under the Securities Act of 1933, as amended (the “Act”), initially filed with the Securities and Exchange Commission (the “Commission”) on March 18, 2019 (as so filed and as amended, the “Registration Statement”).
This opinion is being furnished in connection with the requirements of Item 601(b)(5) of RegulationS-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 supplement dated April 5, 2019 to the prospectus dated March 28, 2019 (collectively, the “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 the applicability thereto, or the effect thereon, of the laws of any other jurisdiction or, in the case of Delaware, any other laws, or as to any matters of municipal law or the laws of any local agencies within any state.
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 have been duly registered on the books of the transfer agent and registrar therefor in the name or on behalf of the purchasers and have been issued by the Partnership against payment therefor in the circumstances contemplated by the Prospectus and the sales agreement filed as an exhibit to the Partnership’s Current Report on Form8-K, filed with the Commission on April 5, 2019, the issue 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, purchasers of the Common Units will have no obligation to make further payments to the Partnership for their purchase of the Common Units or contributions to the Partnership solely by reason of their ownership of the Common Units or their status as limited partners of the Partnership, and no personal liability for the debts, obligations and liabilities of the Partnership, whether arising in contract, tort or otherwise, solely by reason of being limited partners of the Partnership.
