MARTIN MIDSTREAM PARTNERS LP (Form: S-8, Received: 05/05/2015 08:02:35)

Large Accelerated Filer

Accelerated Filer

Non-Accelerated Filer

Smaller Reporting Company

As filed with the Securities and Exchange Commission on May 5, 2015

Registration No. 333-

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM S-8

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

MARTIN MIDSTREAM PARTNERS L.P.

(Exact name of Registrant as specified in its charter)

Delaware

05-0527861

(State or other jurisdiction of

incorporation or organization)

(I.R.S. Employer

Identification Number)

4200 Stone Road

Kilgore, Texas 75662

(903) 983-6200

(Address of principal executive offices, including zip code)

Martin Resource Management Corporation Purchase Plan

for Units of Martin Midstream Partners L.P.

(Full Title of the Plan)

Robert D. Bondurant

Martin Midstream Partners L.P.

4200 Stone Road

Kilgore, Texas 75662

(Name and Address of Agent For Service)

(903) 983-6200

(Telephone Number, Including Area Code, of Agent For Service)

Copy to:

David F. Taylor

Locke Lord LLP

600 Travis Street, Suite 2800

Houston, TX 77002

Telephone (713) 226-1200

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

CALCULATION OF REGISTRATION FEE



Title of Securities to be Registered (1)	Amount to be Registered (2)	Proposed Maximum Offering Price per Share (3)	Proposed Maximum Aggregate Offering Price	Amount of Registration Fee
Common Units representing limited partnership interests	500,000	$36.74	$18,370,000	$2,135

(1)	In addition, pursuant to Rule 416(c) under the Securities Act of 1933 (the “Securities Act”), this registration statement also covers an indeterminate amount of interests to be offered or sold pursuant to the employee benefit plan described herein.

(2)

The Common Units being registered consist of an additional 500,000 shares under the Martin Resource Management Corporation Purchase Plan. There are also registered hereby such additional and indeterminable number of Common Units that may become issuable in order to prevent dilution due to unit splits or similar transactions involving Common Units.

(3)

Estimated solely for the purposes of calculating the registration fee pursuant to Rule 457(c) and Rule 457(h) under the Securities Act, whereby the per unit price was determined by reference to the average of the high and low price of the Common Units reported in the Nasdaq Stock Market on April 28, 2015.

PART I

INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

Item 1. Plan Information.

The documents constituting the prospectus under Part I of this Registration Statement (the “Plan Prospectus”) will be sent or given to participants in the Martin Resource Management Corporation Purchase Plan for Units of Martin Midstream Partners L.P. (the “Plan”) as specified by Rule 428(b)(1) under the Securities Act. Such documents and the documents incorporated by reference herein pursuant to Item 3 of Part II hereof, taken together, constitute a prospectus that meets the requirements of Section 10(a) of the Securities Act. The Plan Prospectus has been omitted from this Registration Statement as permitted by Part I of Form S-8.

Item 2. Registrant Information and Employee Plan Annual Information.

Upon written or verbal request, Martin Midstream Partners L.P. (the “Partnership”) will provide, without charge, the documents incorporated by reference in Item 3 of Part II of this Registration Statement. The documents are incorporated by reference in the Plan Prospectus. We will also provide, without charge, upon written or verbal request, other documents required to be delivered to employees pursuant to Rule 428(b) of the Securities Act. Requests for the above mentioned information, should be directed in writing to Martin Midstream Partners L.P., Attention: Robert D. Bondurant, 4200 Stone Road, Kilgore, Texas 75662 or by telephone at (903) 983-6200.

PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Incorporation of Documents by Reference.

The following documents filed by the Partnership with the Commission pursuant to the Securities Exchange Act of 1934 (the “Exchange Act”), are incorporated in this Registration Statement by reference and shall be deemed to be a part hereof:

Our Annual Report on Form 10-K for the fiscal year ended December 31, 2014, filed on March 2, 2015;

Our Amendment to Annual Report on Form 10-K/A for the fiscal year ended December 31, 2014, filed on March 5, 2015;

Our Quarterly Report on Form 10-Q for the quarter ended March 31, 2015, filed on April 30, 2015;

Our Current Reports on Form 8-K filed on February 5, 2015, February 25, 2015* and April 29, 2015*; and

The description of our Common Units contained in our Registration Statement on Form S-1 (Registration Statement No. 333-91706) filed on July 1, 2002, as amended by Amendment No. 1 on Form S-1/A filed on August 27, 2002, Amendment No. 2 on Form S-1/A filed on October 4, 2002, Amendment No. 3 on Form S-1/A filed on October 15, 2002 and Amendment No. 4 on Form S-1/A filed on October 25, 2002, and as thereafter amended from time to time for the purpose of updating, changing or modifying such description.

*	Excluding any portions thereof that are deemed to be furnished and not filed.

In addition, all documents filed by the Partnership with the Commission pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act subsequent to the date of this Registration Statement and prior to the filing of a post-effective amendment to this Registration Statement which indicates that all securities offered hereby have been sold, or which deregisters all securities then remaining unsold, shall be deemed to be incorporated in this Registration Statement by reference and to be a part hereof from the date of filing of such documents.

Any statement contained in this Registration Statement, in any amendment hereto or in a document 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 subsequently-filed supplement to this Registration Statement or in any document that also is 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. Nothing in this Registration Statement shall be deemed to incorporate information furnished by the Partnership but not filed with the Commission pursuant to Items 2.02, 7.01 or 9.01 of Form 8-K.

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 17-108 of the Delaware Revised Uniform Limited Partnership Act empowers a Delaware limited partnership to indemnify and hold harmless any partner or other person from and against any and all claims and demands whatsoever. The Second Amended and Restated Agreement of Limited Partnership of the Partnership, as amended (the “Partnership Agreement”), provides that the Partnership will, in most circumstances, indemnify the following persons, to the fullest extent permitted by law, from and against all losses, claims, damages or similar events; provided, that in each case the indemnitee acted in good faith and in a manner that such indemnitee reasonably believed to be in, the best interests of the Partnership and, with respect to any criminal proceeding, had no reasonable cause to believe its conduct was unlawful:

•

the general partner,

•

any former general partner,

•

any person who is or was an affiliate of a general partner or any former general partner,

•

any person who is or was a member, partner, officer, director, employee, agent, or trustee of any group member, the general partner or any former general partner or any affiliate of a group member, a general partner or any former general partner, or

•

any person who is or was serving at the request of a general partner or any former general partner or any affiliate of a general partner or any former general partner as an officer, director, employee, member, partner, agent, fiduciary or trustee of another person.

Any indemnification under these provisions will only be out of the Partnership’s assets. The general partners and their affiliates will not be personally liable for, or have any obligation to contribute or loan funds or assets to the Partnership to enable the Partnership to effectuate indemnification. The Partnership may purchase insurance against liabilities asserted against and expenses incurred by persons for its activities, regardless of whether it would have the power to indemnify the person against liabilities under the Partnership Agreement.

Item 7. Exemption From Registration Claimed.

Not Applicable.

Item 8. Exhibits.

The following documents are filed as a part of this registration statement or incorporated by reference herein:


Exhibit No.		Description

4.1*		Second Amended and Restated Agreement of Limited Partnership of Martin Midstream Partners L.P., dated November 25, 2009 (filed as Exhibit 10.1 to the Partnership’s Amendment to Current Report on Form 8-K/A (SEC File No. 000-50056), filed January 19, 2010, and incorporated herein by reference).

4.2*		Amended and Restated Agreement of Limited Partnership of Martin Operating Partnership L.P., dated November 6, 2002 (filed as Exhibit 3.2 to the Partnership’s Current Report on Form 8-K (SEC File No. 000-50056), filed November 19, 2002, and incorporated herein by reference).

4.3*		Amended and Restated Limited Liability Company Agreement of Martin Midstream GP LLC, dated August 30, 2013 (filed as Exhibit 3.1 to the Partnership’s Current Report on Form 8-K (Reg. No. 000-50056), filed September 3, 2013, and incorporated herein by reference).

4.4*		Limited Liability Company Agreement of Martin Operating GP LLC, dated June 21, 2002 (filed as Exhibit 3.8 to the Partnership’s Registration Statement on Form S-1 (Reg. No. 333-91706), filed July 1, 2002, and incorporated herein by reference).

4.5*		Specimen Unit Certificate for Common Units (attached to First Amended and Restated Agreement of Limited Partnership of the Partnership, dated November 6, 2002 filed as Exhibit 3.1 to the Partnership’s Current Report on Form 8-K, filed November 19, 2002, and incorporated herein by reference).

4.6*		Specimen Unit Certificate for Subordinated Units (filed as Exhibit 4.2 to Amendment No. 4 to the Partnership’s Registration Statement on Form S-1 (Reg. No. 333-91706), filed October 25, 2002, and incorporated herein by reference).

4.7*		Indenture (including form of 7.250% Senior Notes due 2021), dated February 11, 2013, by and among the Partnership, Martin Midstream Finance Corp., the Guarantors named therein and Wells Fargo Bank, National Association, as trustee (filed as Exhibit 4.1 to the Partnership’s Current Report on Form 8-K (SEC File No. 000-50056), filed February 12, 2013, and incorporated herein by reference).

4.8*		First Supplemental Indenture, to the Indenture dated February 11, 2013, dated July 21, 2014, by and among the Partnership, Martin Midstream Finance Corp., the Guarantors named therein and Wells Fargo Bank National Association, as trustee (filed as Exhibit 4.4 to the Partnership’s Quarterly Report on Form 10-Q (SEC File No. 000-50056), filed July 31, 2014, and incorporated herein by reference).

4.9*		Second Supplemental Indenture, to the Indenture dated February 11, 2013, dated September 30, 2014, by and among the Partnership, Martin Midstream Finance Corp., the Guarantors named therein and Wells Fargo Bank National Association, as trustee (filed as Exhibit 4.4 to the Partnership’s Quarterly Report on Form 10-Q (SEC File No. 000-50056), filed October 29, 2014 and incorporated herein by reference).

4.10*		Third Supplemental Indenture, to the Indenture dated February 11, 2013, dated October 27, 2014, by and among the Partnership, Martin Midstream Finance Corp., the Guarantors named therein and Wells Fargo Bank National Association, as trustee (filed as Exhibit 4.5 to the Partnership’s Quarterly Report on Form 10-Q (SEC File No. 000-50056), filed October 29, 2014 and incorporated herein by reference).

5.1		Opinion of Locke Lord LLP regarding the legality of the securities being registered.

10.1		Amended and Restated Martin Resource Management Corporation Purchase Plan for Units of Martin Midstream Partners, L.P.

23.1		Consent of KPMG LLP.



23.2		Consent of PricewaterhouseCoopers LLP.

23.3		Consent of Locke Lord LLP (included in Exhibit 5.1).

24.1		Powers of Attorney (included in signature page hereto).

*	Incorporated herein by reference as indicated.

Item 9. Undertakings

(a)

The undersigned registrant hereby undertakes:

To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:

To include any prospectus required by Section 10(a)(3) of the Securities Act;

ii.

To reflect in the prospectus any facts or events arising after the effective date of the 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 the 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 a prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20 % change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement;

iii.

To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement;

provided, however, that the undertakings set forth in paragraphs (i) and (ii) above do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in periodic reports filed with or furnished to the Commission by the registrant pursuant to Section 13 or Section 15(d) of the Exchange Act that are incorporated by reference in the registration statement.

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.

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, each filing of the registrant’s annual report pursuant to Section 13(a) or Section 15(d) of the Exchange Act (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to Section 15(d) of the Exchange Act) that is incorporated by reference in this 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 may be permitted to directors, officers and controlling persons of the registrant pursuant to the provisions described under Item 6 above, or otherwise, the registrant has been advised that in the opinion of the Commission such indemnification is against public policy as expressed in the Securities 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 Securities Act and will be governed by the final adjudication of such issue.

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, 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 Kilgore, State of Texas, on May 5, 2015.


MARTIN MIDSTREAM PARTNERS L.P.

By:	Martin Midstream GP LLC
Its General Partner

	By:	/s/ Robert D. Bondurant
	Robert D. Bondurant
	Executive Vice President and
	Chief Financial Officer

Pursuant to the requirements of the U.S. Securities Act of 1933, this Registration Statement on Form S-8 has been signed by the following persons in the capacities and on the dates indicated.

Each person whose signature appears below appoints Ruben S. Martin and Robert D. Bondurant, and each of them, each of whom may act without the joinder of the others, as his true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, 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 for the same offering filed pursuant to Rule 462 under the U.S. Securities Act, and to file the same with all exhibits thereto and all documents in connection therewith with the U.S. Securities and Exchange Commission, granting unto said attorneys-in-fact and agents full power and authority to do and perform each and every act and thing requisite and necessary to be done, as fully and for all intents and purposes as the undersigned might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or their substitutes may lawfully do or cause to be done by virtue hereof.


Signature	Title	Date

/s/ Ruben S. Martin Ruben S. Martin	President, Chief Executive Officer and Director of Martin Midstream GP LLC (Principal Executive Officer)	May 5, 2015

/s/ Robert D. Bondurant Robert D. Bondurant	Executive Vice President, Director and Chief Financial Officer of Martin Midstream GP LLC (Principal Financial Officer)	May 5, 2015

/s/ Alexander W.F. Black Alexander W.F. Black	Director of Martin Midstream GP LLC	May 5, 2015

/s/ James M. Collingsworth James M. Collingsworth	Director of Martin Midstream GP LLC	May 5, 2015


/s/ Sean P. Dolan Sean P. Dolan	Director of Martin Midstream GP LLC	May 5, 2015

/s/ Byron Kelley Byron Kelley	Director of Martin Midstream GP LLC	May 5, 2015

/s/ C. Scott Massey C. Scott Massey	Director of Martin Midstream GP LLC	May 5, 2015

Pursuant to the requirements of the Securities Act of 1933, the following persons in their capacities as members of the Plan Administration Committee of the Amended and Restated Martin Resource Management Corporation Purchase Plan for Units of Martin Midstream Partners L.P. have signed this Registration Statement in the City of Kilgore, State of Texas, on May 5, 2015.


Martin Resource Management Corporation Purchase Plan for Units of Martin Midstream Partners L.P.

By:		/s/ Robert D. Bondurant
		Robert D. Bondurant

By:		/s/ Melanie Mathews
		Melanie Mathews

INDEX TO EXHIBITS


Exhibit No.		Description

4.1*		Second Amended and Restated Agreement of Limited Partnership of Martin Midstream Partners L.P., dated November 25, 2009 (filed as Exhibit 10.1 to the Partnership’s Amendment to Current Report on Form 8-K/A (SEC File No. 000-50056), filed January 19, 2010, and incorporated herein by reference).

4.2*		Amended and Restated Agreement of Limited Partnership of Martin Operating Partnership L.P., dated November 6, 2002 (filed as Exhibit 3.2 to the Partnership’s Current Report on Form 8-K (SEC File No. 000-50056), filed November 19, 2002, and incorporated herein by reference).

4.3*		Amended and Restated Limited Liability Company Agreement of Martin Midstream GP LLC, dated August 30, 2013 (filed as Exhibit 3.1 to the Partnership’s Current Report on Form 8-K (Reg. No. 000-50056), filed September 3, 2013, and incorporated herein by reference).

4.4*		Limited Liability Company Agreement of Martin Operating GP LLC, dated June 21, 2002 (filed as Exhibit 3.8 to the Partnership’s Registration Statement on Form S-1 (Reg. No. 333-91706), filed July 1, 2002, and incorporated herein by reference).

4.5*		Specimen Unit Certificate for Common Units (attached to First Amended and Restated Agreement of Limited Partnership of the Partnership, dated November 6, 2002 filed as Exhibit 3.1 to the Partnership’s Current Report on Form 8-K, filed November 19, 2002, and incorporated herein by reference).

4.6*		Specimen Unit Certificate for Subordinated Units (filed as Exhibit 4.2 to Amendment No. 4 to the Partnership’s Registration Statement on Form S-1 (Reg. No. 333-91706), filed October 25, 2002, and incorporated herein by reference).

4.7*		Indenture (including form of 7.250% Senior Notes due 2021), dated February 11, 2013, by and among the Partnership, Martin Midstream Finance Corp., the Guarantors named therein and Wells Fargo Bank, National Association, as trustee (filed as Exhibit 4.1 to the Partnership’s Current Report on Form 8-K (SEC File No. 000-50056), filed February 12, 2013, and incorporated herein by reference).

4.8*		First Supplemental Indenture, to the Indenture dated February 11, 2013, dated July 21, 2014, by and among the Partnership, Martin Midstream Finance Corp., the Guarantors named therein and Wells Fargo Bank National Association, as trustee (filed as Exhibit 4.4 to the Partnership’s Quarterly Report on Form 10-Q (SEC File No. 000-50056), filed July 31, 2014, and incorporated herein by reference).

4.9*		Second Supplemental Indenture, to the Indenture dated February 11, 2013, dated September 30, 2014, by and among the Partnership, Martin Midstream Finance Corp., the Guarantors named therein and Wells Fargo Bank National Association, as trustee (filed as Exhibit 4.4 to the Partnership’s Quarterly Report on Form 10-Q (SEC File No. 000-50056), filed October 29, 2014 and incorporated herein by reference).

4.10*		Third Supplemental Indenture, to the Indenture dated February 11, 2013, dated October 27, 2014, by and among the Partnership, Martin Midstream Finance Corp., the Guarantors named therein and Wells Fargo Bank National Association, as trustee (filed as Exhibit 4.5 to the Partnership’s Quarterly Report on Form 10-Q (SEC File No. 000-50056), filed October 29, 2014 and incorporated herein by reference).

5.1		Opinion of Locke Lord LLP regarding the legality of the securities being registered.

10.1		Amended and Restated Martin Resource Management Corporation Purchase Plan for Units of Martin Midstream Partners, L.P.

23.1		Consent of KPMG LLP.

23.2		Consent of PricewaterhouseCoopers LLP.



23.3		Consent of Locke Lord LLP (included in Exhibit 5.1).

24.1		Powers of Attorney (included in signature page hereto).

*	Incorporated herein by reference as indicated.

Exhibit 5.1

2800 JPMorgan Chase Tower, 600 Travis

Houston, TX 77002

Telephone: 713-226-1200

Fax: 713-223-3717

www.lockelord.com

May 5, 2015

Martin Midstream Partners L.P.

4200 Stone Road

Kilgore, Texas 75662

Ladies and Gentlemen:

We have acted as counsel to Martin Midstream Partners L.P., a Delaware limited partnership (the “ Partnership ”), in connection with the preparation of the Partnership’s Registration Statement on Form S-8 (the “ Registration Statement ”) filed by the Partnership under the Securities Act of 1933, as amended (the “ Securities Act ”), with respect to the offering and sale of up to 500,000 additional common units representing limited partner interests in the Partnership (the “ Units ), pursuant to that certain Amended and Restated Martin Resource Management Corporation Purchase Plan for Units of the Partnership (the “ Plan ”), effective as of April 1, 2015.

As the basis for the opinion hereinafter expressed, we examined the Plan, the Partnership’s Second Amended and Restated Agreement of Limited Partnership, as amended (the “ Partnership Agreement ”), the Certificate of Limited Partnership of the Partnership, as amended to date, the Amended and Restated Limited Liability Company Agreement of Martin Midstream GP LLC, a Delaware limited liability company and the general partner of the Partnership (the “ General Partner ”), and the Certificate of Formation of the General Partner, each as amended to date, the part, the Delaware Revised Uniform Limited Partnership Act (the “ Act ”), partnership records and documents, certificates of the Partnership, certain of its affiliates and public officials, and other instruments and documents as we deemed necessary or advisable for the purposes of this opinion.

In making our examination, we have assumed that all signatures on documents examined by us are genuine, that all documents submitted to us as originals are authentic and that all documents submitted to us as certified or photo static copies conform with the original copies of such documents.

Based on the foregoing and on such legal considerations as we deem relevant, we are of the opinion that:

The Partnership has been duly formed and is validly existing as a limited partnership under the Act.

In the case of any Units to be additionally issued by the Partnership pursuant to the provisions of the Plan, and, if applicable, following due authorization of a particular award under the Plan pursuant to, and in accordance with, the Plan such Units will have been duly authorized in accordance with the Partnership Agreement.

Upon issuance and delivery of the Units from time to time in accordance with the terms of the Plan for the consideration established by the Plan and, if applicable, pursuant to the terms and conditions of a particular award under the Plan, including, if applicable, the lapse of any restrictions relating thereto, the satisfaction of any performance conditions associated therewith and any requisite determinations by or pursuant to the authority of the administrators of the Plan as provided therein, such Units will be validly issued in accordance with the Partnership Agreement, and will be fully paid (to the extent required under the Partnership Agreement) and nonassessable (except as such nonassessability may be affected by the Act).

This opinion is limited to the additional issuance of Units by the Partnership and does not cover Units delivered by the Partnership out of Units previously issued by the Partnership and reacquired by it or Units delivered by Martin Resource Management Corporation out of Units previously issued by the Partnership and acquired by Martin Resource Management Corporation. The foregoing opinion is based on and is limited in all respects to the federal laws of the United States of America and the express provision of the Act, each as in effect on the date hereof.

At your request, this opinion is being furnished to you for filing as Exhibit 5.1 to the Registration Statement on Form S-8 filed on the date hereof. We hereby consent to the the filing of this opinion as Exhibit 5.1 to the Registration Statement on Form S-8 filed on the date hereof. In giving this consent, we do not hereby admit that we are within the category of persons whose consent is required under Section 7 of the Securities Act, or the rules and regulations of the Commission issued thereunder.

Very truly yours,

/s/ Locke Lord LLP

LOCKE LORD LLP

Exhibit 10.1

MARTIN RESOURCE MANAGEMENT CORPORATION

PURCHASE PLAN FOR COMMON UNITS

MARTIN MIDSTREAM PARTNERS, L.P.

(Amended and Restated Effective April 1, 2015)

1.	Purpose

Effective July 1, 2006, Martin Resource Management Corporation (the “Company”) adopted the Martin Resource Management Corporation Purchase Plan for Common Units of Martin Midstream Partners L.P. (the “Plan”) to promote the interests of Martin Midstream Partners L.P., a Delaware limited partnership (the “Partnership”) and the Company by providing to employees of the Company and its Affiliates who perform services for the Partnership, where permitted by applicable laws and regulations, the opportunity to acquire an equity interest in the Partnership through the purchase of common units of the Partnership (“Units”). This Plan is not intended to constitute an “employee stock purchase plan” within the meaning of Section 423 of the Internal Revenue Code of 1986, as amended.

Effective April 1, 2015 (the “Restatement Effective Date”), the Plan is hereby amended and restated as set forth in this document.

2.	Administration of the Plan

The Plan shall be administered and interpreted by a plan administration committee (the “Committee”) appointed by the Board of Directors of the Company (the “Board”), which Committee shall consist of at least two persons. The Committee shall supervise the administration and enforcement of the Plan according to its terms and provisions and shall have all powers necessary to accomplish these purposes and discharge its duties hereunder including, but not by way of limitation, the power to (i) employ and compensate agents of the Committee for the purpose of administering the accounts of participating employees; (ii) construe and interpret the Plan; (iii) determine all questions of eligibility; and (iv) compute the amount and determine the manner and time of payment of all benefits according to the Plan.

The Committee may act by decision of a majority of its members at a regular or special meeting of the Committee or by decision reduced to writing and signed by all members of the Committee without holding a formal meeting.

3.	Nature and Number of Units

The Units subject to issuance under the terms of the Plan shall be authorized but unissued Units, previously issued Units reacquired and held by the Company or Units purchased on the open market. The aggregate number of Units that may be issued under the Plan, including those issued under the Plan prior to the Restatement Effective Date, shall not exceed 1,000,000. All Units purchased under the Plan, regardless of source, shall be counted against the 1,000,000 Unit limitation.

In the event of any reorganization, split, reverse split, distribution, combination of Units, merger, consolidation, offering of rights or other similar change in the capital structure of the Partnership, the Committee may make such adjustment, if any, as it deems appropriate in the number, kind and purchase price of the Units available for purchase under the Plan and in the maximum number of Units that may be issued under the Plan, subject to the approval of the Board and in accordance with Section 18.

4.	Eligibility Requirements

Each “Employee” (as hereinafter defined) who performs services for the benefit of the Partnership, as determined by the Committee, shall be eligible for enrollment in the Plan in accordance with Section 5. Participation in the Plan is voluntary.

“Employee” shall mean any individual employed by the Company or an Affiliate (as hereinafter defined). “Affiliate” shall mean any entity (a) that directly or indirectly, through one or more intermediaries, controls, is controlled by or is under common control with, the entity in question. As used herein, the term “control” means the possession, direct or indirect, of the power to direct or cause the direction of the management and policies of an entity, whether through ownership of voting securities, by contract or otherwise; and (b) which has adopted the Plan with the approval of the Committee.

5.	Enrollment

Each eligible Employee of the Company participating in the Plan on the day prior to the Restatement Effective Date shall continue to participate in the Plan on the Restatement Effective Date unless he or she elects to suspend payroll deduction contributions to the Plan prior to such date. Each other Employee of the Company who is or become eligible to participate in the Plan on or after the Restatement Effective Date may enroll or re-enroll in the Plan at any time, subject to such limitations as may be imposed by the Committee from time to time. The date an Employee enrolls or re-enrolls in the Plan (or is deemed to re-enroll in the Plan pursuant to Section 8) is referred to herein as an “Enrollment Date.” In order to enroll, an eligible Employee must complete, sign and submit the appropriate forms to the persons designated, or otherwise satisfy any telephonic or electronic enrollment procedure established, by the Committee. Notwithstanding the foregoing, no eligible Employee who is subject to a “blackout period” under the Policy on the Prevention of Insider Trading and Misuse of Confidential Information of Martin Midstream Partners L.P. may enroll in the Plan during any such blackout period.

6.	Method of Payment

Payment for Units is to be made as of the applicable “Purchase Date” (as defined in Section 9) with funds accumulated through payroll deductions on an after-tax basis (with no right of prepayment) over the Plan’s designated purchase period (the “Purchase Period”), with the first such deduction commencing as soon as administratively practicable following the Enrollment Date and after the Employee has satisfied the enrollment requirements of Section 5. Each Purchase Period under the Plan shall be a period of three months beginning on each January 1, April 1, July 1 and October 1 and ending on the following March 31, June 30, October 31 or December 31, respectively. Each participating Employee (hereinafter referred to as a “Participant”) will authorize deductions from his pay for each payroll period during the Purchase Period and such amounts will be deducted in conformity with his employer’s payroll deduction schedule.

Each Participant may elect to make contributions each pay period in amounts not less than one percent of compensation and not more than 15 percent of compensation (or such other percentages as the Committee may establish from time to time). For all purposes of the Plan, compensation shall mean salary or wages plus bonuses, overtime and any commissions paid. The rate of contribution shall be designated by the Participant at the time of enrollment and shall be effective as soon as administratively feasible following the Enrollment Date.

A Participant may elect to increase, decrease or suspend the rate of contribution at any time by giving prior written notice to the person designated by the Committee on the appropriate form, or by such other method or procedure prescribed by the Committee, and such election shall be effective as soon as administratively feasible thereafter. Any Participant who suspends payroll deductions during any Purchase Period can resume payroll deductions during such Purchase Period by completing such re-enrollment procedures as may be established by the Committee.

The amount in a Participant’s account including payroll deductions and cash distributions, net of any transaction fees, will be applied to the purchase of Units on the next Purchase Date.

7.	Crediting of Contributions

Contributions shall be credited to a bookkeeping account maintained for such purpose for each Participant as soon as administratively practicable after payroll withholding. Participant contributions will not be maintained in segregated accounts and will not be credited with interest at any time.

8.	Grant of Right to Purchase Units on Enrollment

Enrollment in the Plan by an Employee on an Enrollment Date will constitute the grant by the Company to the Participant of the right to purchase Units under the Plan. Re-enrollment by a Participant in the Plan will constitute a grant by the Company to the Participant of a new opportunity to purchase Units on the Enrollment Date on which such re-enrollment occurs. A Participant will have Units purchased for him on the applicable Purchase Date, and he will deemed to be re-enrolled in the Plan on the first day of the Purchase Period immediately following the Purchase Date on which such purchase has occurred, unless such Participant notifies the person designated by the Committee in the appropriate manner that he elects not to re-enroll or has ceased to be eligible to participate in the Plan.

Each right to purchase Units under the Plan during a Purchase Period shall have the following terms:

(a) the right to purchase Units during a particular Purchase Period shall expire on the completion of the purchase of Units on the Purchase Date;

(b) payment for Units purchased will be made only through payroll withholding in accordance with Sections 6 and 7;

(d) the price per Unit will be determined as provided in Section 9;

(e) the right to purchase Units will in all respects be subject to the terms and conditions of the Plan, as interpreted by the Committee from time to time.

9.	Purchase of Units

The right to purchase Units granted by the Company under the Plan is for the term of a Purchase Period. Units shall be purchased on or near the last trading day of each calendar quarter ending in March, June, September and December (the “Purchase Date”).

On the Purchase Date, the Committee shall apply the funds then credited to each Participant’s bookkeeping account to the purchase of Units on a national securities exchange. The cost to the Participant for the Units purchased during a Purchase Period shall be the Fair Market Value of Units on the Purchase Date (the “Purchase Price”). For purposes of the foregoing sentence, “Fair Market Value” shall mean the sales price of a Unit on the applicable national securities exchange at the time such Units are purchased. In the event Units are not publicly traded on the Purchase Date, a determination of Fair Market Value shall be made in good faith by the Committee.

Units purchased on behalf of a Participant shall be held by a Custodian selected by the Committee. Units that are held by the Custodian shall be held in a separate account in the name of the Participant. Each Participant shall be credited with the number of whole and fractional Units acquired for such Participant on the Purchase Date. Except as may be otherwise provided pursuant to a procedure established by the Committee, cash distributions on Units held in a Participant’s account in the Plan will be combined with payroll deductions during the Purchase Period and used to purchase Units on the next Purchase Date.

The Company is authorized to withhold from any other amounts payable to a Participant, or it may require the Participant to pay to the Company, all applicable taxes payable upon purchase of any Units and to take such other action as may be necessary in the opinion of the Company to satisfy its withholding obligations for the payment of such taxes.

If as of any Purchase Date the Units authorized for purchase under the Plan are exceeded, enrollments shall be reduced proportionately to eliminate the excess. Any funds that cannot be applied to the purchase of Units due to excess enrollment shall be refunded as soon as administratively practicable.

10.

Withdrawal and Sale of Units

(a) A Participant may elect to withdraw at any time (without withdrawing from participation in the Plan) Units in his account by giving notice to the person designated by the Committee in the appropriate manner. Upon receipt of such notice from the person designated by the Committee, the Custodian will arrange for the issuance and delivery of such Units held in the Participant’s account as soon as administratively practicable.

(b) Notwithstanding anything in the Plan to the contrary, a Participant may sell Units that are held in his account by giving notice to the person designated by the Committee in the appropriate manner. Upon receipt of such notice from the person designated by the Committee, the Custodian will arrange for the sale of such Participant’s Units. Any sale will be deemed to occur on the last business day of the month in which the Participant provides such notice to the person designated by the Committee, or at such other time as the Committee shall establish. The proceeds of any sale under this subsection 10(b), less any associated commissions, shall be paid to the Participant as soon as practicable after the sale.

11.

Termination of Participation

The right to participate in the Plan terminates immediately after the Purchase Date if (i) the Participant has suspended payroll deductions during any Purchase Period and has not re-enrolled in the Plan for the next Purchase Period or (ii) the Participant ceases to be eligible to Participate in the Plan.

12.

Unpaid Leave of Absence

Unless the Participant has voluntarily withdrawn his contributions from the Plan, Units will be purchased for his account on the Purchase Date next following commencement of an unpaid leave of absence by such Participant, provided such leave does not constitute a termination of employment. The number of Units to be purchased will be determined by applying to the purchase the amount of the Participant’s contributions made up to the commencement of such unpaid leave of absence. If the Participant’s unpaid leave of absence both commences and terminates during the same Purchase Period and he has resumed eligible employment prior to the Purchase Date related to that Purchase Period, he may also resume payroll deductions immediately, and Units will be purchased for him on such Purchase Date as otherwise provided in Section 9.

13.

Designation of Beneficiary

Each Participant may designate one or more beneficiaries in the event of death and may, in his sole discretion, change such designation at any time. Any such designation shall be effective upon receipt by the person designated by the Committee and shall control over any disposition by will or otherwise. In the event there is no beneficiary designation in place or if all of the designated beneficiaries have predeceased the Participant, the Participant’s rights under this Plan shall transfer to his or her heirs by will or the laws of descent and distribution, as applicable.

As of the next Purchase Date following the death of a Participant, amounts credited to his account shall be applied to the purchase of Units as provided in Section 9.

14.

Assignment

Except as provided in Section 13, the rights of a Participant under the Plan will not be assignable or otherwise transferable by the Participant, other than by will or the laws of descent and distribution. No purported assignment or transfer of such rights of a Participant under the Plan, whether voluntary or involuntary, by operation of law or otherwise, shall vest in the purported assignee or transferee any interest or right therein whatsoever, but immediately upon such assignment or transfer, or any attempt to make the same, such rights shall terminate and become of no further effect. If this provision is violated, the Participant’s election to purchase Units shall terminate, and the only obligation of the Company remaining under the Plan will be to pay to the person entitled thereto the amount then credited to the Participant’s account. No Participant may create a lien on any funds, securities, rights or other property held for the account of the Participant under the Plan, except to the extent that there has been a designation of beneficiaries in accordance with the Plan, and except to the extent permitted by will or the laws of descent and distribution if beneficiaries have not been designated. A Participant’s right to purchase Units under the Plan shall be exercisable during the Participant’s lifetime only by him.

15.

Costs

All costs and expenses incurred in administering this Plan shall be paid by the Company. Any brokerage fees for the sale or transfer of Units purchased under the Plan shall be paid by the Participant.

16.

Reports

At the end of each Purchase Period, the Company shall provide or cause to be provided to each Participant a report of his contributions and the number of Units purchased with the amount credited to the Participant’s account as of the Purchase Date for such Purchase Period.

17.

Rights as Unitholders

A Participant will have no rights as a Unitholder under the election to purchase until he becomes a Unitholder as herein provided. A Participant will become a Unitholder with respect to Units for which payment has been completed as provided in Section 9 at the close of business on the last business day of the Purchase Period.

18.

Modification and Termination

The Board may amend or terminate the Plan at any time insofar as permitted by law. The Plan shall terminate after all Units authorized under the Plan have been purchased, unless terminated earlier by the Board or unless additional Units are authorized by the Board under the Plan. In the event the Plan is terminated, the Committee may elect to terminate all outstanding rights to purchase Units under the Plan either immediately or upon completion of the purchase of Units on the next Purchase Date, unless the Committee has provided that the right to make all such purchases shall expire on some other designated date occurring prior to the next Purchase Date. If the rights to purchase Units under the Plan are terminated prior to expiration, all funds contributed to the Plan that have not been used to purchase Units shall be returned to the Participants as soon as administratively practicable.

19.

Board Approval; Effective Date

This amended and restated Plan was adopted by the Board on May 4, 2015, and shall be effective as of the Restatement Effective Date.

20.

Governmental Approvals or Consents

This Plan and any offering or sale made to Employees under it are subject to any governmental approvals or consents that may be or become applicable in connection therewith. Subject to the provisions of Section 18, the Board may make such changes in the Plan and include such terms in any offering under the Plan as may be desirable to comply with the rules or regulations of any governmental authority.

21.

Employment Rights

The Plan shall neither impose any obligation on the Company or an Affiliate to continue the employment of any Participant, nor impose any obligation on any Participant to remain in the employ of the Company or an Affiliate.

22.

Governing Law

The Plan and rights to purchase Units that may be granted hereunder shall be governed by and construed and enforced in accordance with the laws of the state of Texas.

23.

Use of Gender

The gender of words used in the Plan shall be construed to include whichever may be appropriate under any particular circumstances of the masculine, feminine or neuter genders.

24.

Other Provisions

The agreements to purchase Units under the Plan, if any, shall contain such other provisions as the Committee and the Board shall deem advisable, provided that no such provision shall in any way be in conflict with the terms of the Plan.

Exhibit 23.1

Consent of Independent Registered Public Accounting Firm

The Board of Directors

Martin Midstream GP LLC:

We consent to the use of our reports dated March 2, 2015 with respect to the consolidated balance sheets of Martin Midstream Partners L.P. and subsidiaries as of December 31, 2014 and 2013, and the related consolidated statements of operations, comprehensive income, changes in capital, and cash flows for each of the years in the three-year period ended December 31, 2014 and the effectiveness of internal control over financial reporting as of December 31, 2014, which reports appear in the December 31, 2014 annual report form 10-K of Martin Midstream Partners L.P. incorporated by reference herein.

(signed) KPMG LLP

Dallas, Texas

May 5, 2015

Exhibit 23.2

Consent of Independent Accountants

We hereby consent to the incorporation by reference in the Registration Statements on Form S-8 of Martin Midstream Partners L.P. of our report dated March 28, 2014 relating to the financial statements of Cardinal Gas Storage Partners LLC, which appears in Martin Midstream Partners L.P.’s Annual Report on Form 10-K/A for the year ended December 31, 2014.

/s/ PricewaterhouseCoopers LLP

Houston, Texas

May 5, 2015