Exhibit 3.5

Form 643

This space reserved for office use. (Revised 01/06)

Return in duplicate to: FILED

Secretary of State In the Office of the

P.O. Box 13697 Austin, TX 78711-3697

512463-5555 Certificate of Conversion

of a Limited Partnership

Secretary of State of Texas

SEP 15 2008

FAX: 512463-5709

Converting

Corporations Section

Filing Fee: See instructions to a

Corporation

The name of the converting limited partnership is:

Complete Vacuum and Rental, UP

The jurisdiction of formation of the limited partnership is:                                                                                       

Formation document filed simultaneously with

The date of formation of the limited partnership is: Certificate of Conversion

The file number, if any, issued to the limited partnership by the secretary of state is: See above

The limited partnership named above is converting to a:     x  for-profit corporation

¨  professional corporation     ¨  nonprofit corporation. The name of the corporation is: Complete Vacuum and Rental, Inc.

The corporation will be formed under the laws of: the State of Texas

     x  The plan of conversion is attached.

If the plan of conversion is not attached, the following statements must be completed.

    ¨  Instead of attaching the plan of conversion, the limited partnership certifies to the following statements:

A signed plan of conversion is on file at the principal place of business of the limited partnership, the converting entity. The address of the principal place of business of the partnership is:

Street or Mailing Address City State         Country         Zip Code

A signed plan of conversion will be on file after the conversion at the principal place of business of the corporation, the converted entity. The address of the principal place of business of the corporation is:

Street or Mailing Address City State         Country         Zip Code

A copy of the plan of conversion will be furnished on written request without cost by the converting entity before the conversion or by the converted entity after the conversion to any owner or member of the converting or converted entity.

Fomr 643 4

    x  The converted entity is a Texas corporation. The certificate of formation of the Texas corporation is attached to this certificate either as an attachment or exhibit to the plan of conversion, or as an attachment or exhibit to this certificate of conversion if the plan has not been attached to the certificate of conversion.

The plan of conversion has been approved as required by the laws of the jurisdiction of formation and the governing documents of the converting entity.

A.     x  3 This document becomes effective when the document is accepted and filed by the secretary of state.

B.    ¨  This document becomes effective at a later date, which is not more than ninety (90) days from the date of signing. The delayed effective date is:                     

C.    ¨  This document takes effect upon the occurrence of the future event or fact, other than the passage of time. The 90th day after the date of signing is:                         

The following event or fact will cause the document to take effect in the manner described below:

The undersigned signs this document subject to the penalties imposed by law for the submission of a materially false or fraudulent instrument.

Date: 8/22/08

Signature and title of authorized person on behalf of the converting entity

Form 643 5

COMPLETE VACUUM AND RENTAL, LP

PLAN OF CONVERSION TO CORPORATION

1. The respective names of the converting and converted entities are: Converting Entity:

Complete Vacuum and Rental, LP

Converted Entity: Complete Vacuum and Rental, Inc.

2. Complete Vacuum and Rental, LP is continuing its existence in the organizational form of Complete Vacuum and Rental, Inc., a Texas Corporation.

3. The converted entity is to be a Corporation that will be organized under the laws of Texas.

4. The partnership interests held by the partners in the converting entity, Complete Vacuum and Rental, LP, will be converted to shares in the converted entity, Complete Vacuum and Rental, Inc., as follows:

Name of

Percentage Interest

Number of Shares In

Partner

in Partnership

Converted Entity

Steve Kent

37.5% 1000

Joseph Kent

25% 1000

Jana Kent

37.5% 1000

5. Jana Kent, who serves as general partner of the converting entity, Complete Vacuum and Rental, LP, will be designated as manager of the converted converted entity, Complete Vacuum and Rental, Inc.

6. This plan of conversion is adopted under the authority of the Right to Convert Amendment to the Agreement of Partnership of Complete Vacuum and Rental, LP, and Section 11.6 of said agreement

Executed in multiple counterparts, at the office of Complete Vacuum & Rental, LP. at 1607 NE Loop, Carthage, Texas,. by the Partners of Complete Vacuum and Rental, LP, on the date indicated with their respective signatures below.

PARTNER

/S/ STEVE KENT

STEVE KENT

Date: 8-19-08

PARTNER

/s/ STEVE KENT

STEVE KENT

Date: 8-19-08

PARTNER

/s/ SANA KENT

SANA KENT

Date: 8-19-08

Form 201

(Revised 1/06)

Return in duplicate to:

Secretary of State

P.O. Box 13697

Austin, TX 78711-3697

512463-5555

FAX: 512/463-5709

Filing Fee: S300

Certificate of Formation

For-profit Corporation

This space reserved for office use.

FILED

In the Office of the

Secretary of State of Texas

SEP 5 2008

Corporations Section

The filing entity being formed is a for-profit corporation. The name of the entity is:

Complete Vacuum and Rental, Inc. The name must contain the word” corporation,” “company,” “incorporated,” “limited’* or an abbreviation of one of these terms.

x  A. The initial registered agent is an organization (cannot be entity named above) by the name of:

OR

¨  B. The initial registered agent is an individual resident of the state whose name is set forth below:

Steve Kent

First Name Last Name Suffix

C. The business address of the registered agent and the registered office address is:

1607 NE Loop Carthage TX 75633

Street Address City State Zip Code

The number of directors constituting the initial board of directors and the names and addresses of the person or persons who are to serve as directors until the first annual meeting of shareholders or until their successors are elected and qualified are as follows:

Directr 1

Steven

Kent

II

First Name

M.I.

Last Name

Suffix

1607 NE Loop

Carthage

TX

75633

USA

Street Of Mailing Address

City

State

Zip Code

Country

Form 201 4

Director 2

Joseph

Kent

II

First Name

M.l.

Last Name

Suffix

1607 NE Loop

Carthage

TX

75633

USA

Street or Moiling Address

City

State

Zip Code

Country

Director 3

Jana

Kent

First Noma

M.I.

Last Name

Suffix

1607 NE Loop

Carthage

TX

75633

USA

Street or Mailing Address

City

State

Zip Code

Country

The total number of shares the corporation is authorized to issue is: 3000

x A. The par value of each of the authorized shares is: $1.00

OR

¨B. The shares shall have no par value.

If the shares we to be divided into classes, you must sa forth the designation of each class, the number of shares of eath class, the par value (or statement of no par value), and the preferences, limitations, and relative rights of each class in the space provided for supplemental information on this form.

The purpose for which the corporation is formed is for the transaction of any and all lawful business for which a for-profit corporation may be organized under the Texas Business Organisations Code.

Text Area: [The attached addendum, if any, is incorporated herein by reference.]

1. The entity being formed / the newly converted entity—Complete Vacuum and Rental, Inc. — is formed/converted under a plan of conversion, which is has been filed “with the Office of the Secretary of State, for the State of Texas (“TX SOS”), and a copy of which is attached hereto.

2. As set forth in the Certificate of Conversion filed with the TX SOS, the convening / prior entity is: Complete Vacuum and Rental, LP; a limited partnership; located at 1607 N.E. Loop, Carthage, Texas, 75633, USA; the Certificate of Formation for which was filed with the TX SOS on September 15,2008; formed under the laws of the State of Texas.

Form 201 5

The name and address of the organizer;

Eric E. Wolfgange

Name

901 Main Street, Suite 4100

Dallas

TX

75202

Street or Mailing Address

Sure

State

Zip Code

A. x This document becomes effective when the document is filed by the secretary of state.

B. ¨ This document becomes effective at a later date, which is not more than ninety (90) days from the date of signing. The delayed effective date is:                                                                                                       

C. ¨ This document takes effect upon the occurrence of a future event or fact, other than the passage of time. The 90th day after the date of signing is:                                                                                                       

The following event or fact will cause the document to take effect in the manner described below:

The undersigned signs this document subject to the penalties imposed by law for the submission of a materially false or fraudulent instrument.

Date: 9/15/08

Signature of organizer

Attorny—In-fact for

Complete Vacuum of Rentel, Inc.

and Steve Kent,Jr., Shareholder.

Form 201 6

Form 424

(Revised 01/06)

Return in duplicate to:

FILED

Secretary of State P.O. Box 13697

Secretary of State of Texas

Austin, TX 78711-3697

JUL 20 2009

512 463-5555 FAX: 512/463-5709

Corporations Section

Filing Fee: See instructions

The name of the filing entity is:

Complete Vacuum and Rental, Inc.

State the name of the entity as currently shown in the records of the secretary of state. If the amendment changes the name of the entity, state the old name and not the new name.

The filing entity is a: (Select the appropriate entity type below.)

For-profit Corporation

Professional Corporation

Nonprofit Corporation

Professional Limited Liability Company

Cooperative Association

Professional Association

Limited Liability Company

Limited Partnership

The file number issued to the filing entity by the secretary of state is: 801028941

The date of formation of the entity is: September 15, 2008

1. Amended Name

(If the purpose of the certificate of amendment is to change the name of the entity, use the following statement)

The amendment changes the certificate of formation to change the article or provision that names the Filing entity. The article or provision is amended to read as follows:

The name of the filing entity is: (state the new name of the entity below)

The name of the entity must contain an organizational designation or accepted abbreviation of such term, as applicable.

2. Amended Registered Agent/Registered Office

The amendment changes the certificate of formation to change the article or provision stating the name of the registered agent and the registered office address of the filing entity. The article or RECEIVED

JUL 20 2009

Secretary of State

provision is amended to read as follows:

Registered Agent

(Complete either A or B, but not boTh. Also complete C.)

A. The registered, agent is an organization (cannot be entity named above) by the name of:

OR

B. The registered agent is an individual resident of the state whose name is:

First Name                                                 M.I.

Last Name                                                 Suffix

C. The business address of the registered agent and the registered office address is: TX

Street Address (No P.O. Box)                                                 City

State                                             Zip Code     

3. Other Added, Altered, or Deleted Provisions

Other changes or additions to the certificate of formation may be made in the space provided below. If the space provided is insufficient, incorporate the additional text by providing an attachment to this form. Please read the instructions to this form for further information on format.

Text Area (The attached addendum, if any, is incorporated herein by reference.)

Add each of the following provisions to the certificate of formation. The identification or reference of the added provision and the full text are as follows:

Alter each of the following provisions of the certificate of formation. The identification or reference of the altered provision and the full text of the provision as amended are as follows:

Pursuant to resolution, the board of directors consists solely of Steven Kent II, 1607 NE Loop, P.O. Box 630, Carthage, Texas 75633 and Jana Kent, 1607 NE Loop, P.O. Box 630, Carthage, Texas.

Delete each of the provisions identified below from the certificate of formation.

Statement of Approval

The amendments to the certificate of formation have been approved in the manner required by the Texas Business Organizations Code and by the governing documents of the entity.

Effectiveness of Filing (Select either A. B. or C.)

A. This document becomes effective when the document is filed by the secretary of state.

B. This document becomes effective at a later date, which is not more than ninety (90) days from the date of signing. The delayed effective date is:

C. This document takes effect upon the occurrence of a future event or fact, other than the passage of time. The 90th day after the date of signing is:

The following event or fact will cause the document to take effect in the manner described below:

Execution

The undersigned signs this document subject to the penalties imposed by law for the submission of a materially false or fraudulent instrument.

Date: 7/17/09

Authorized Person

07/29/2009 10:28 FAX 2147227111

MARSHALL WHITE

002/006

Form 403

(Revised 01/08)

Certificate of Correction

This space reserved for office use,

Return in duplicate to:

Secretary of State

P.O. Box 13697

Austin, TX 78711-3697

512 4653-5555

FAX: 512/463-5709

Filing Fee:$ $15

FILED

In the Office of the

Secretary of State of Texas

JUL 29 2009

Corporations Section

Entity Information

1, The name of the filing entity is: Complete Vacuum a Rental, Inc.

Stats the name of the entity as currently shown in the records of the secretary of state. If the certificate of correction corrects the name of the entity, state the present name and not the name as it will be corrected.

The file number issued to the filing entity by the secretary of state is: 801028941

Filing Instrument to be Corrected

2. The filing instrument to be corrected is : Plan of Conversion to Corporation

The date the filing instrument was filed with the secretary of state:

08-22-08

mm/dd/yyyy

Identification of Errors and Corrections

(Indicate The errors that have been made by checking the appropriate box or boxes; then provide the corrected text.)

¨ The entity name is inaccurate or erroneously stated, The corrected entity name is:

¨ The registered agent name is inaccurate or erroneously stated. The corrected registered agent name is:

Corrected Registered Agent

(Complete either A or B, but not both.)

A, The registered agent is an organization (cannot be entity named above) by the name of:

OR

B. The registered agent is an individual resident of the state whose name is:

¨

First

Middle

Last Name

Suffix

Form 403 3

07/29/2009 10:28 FAX 2147227111

MARSHALL WHITE

003/006

¨ The registered office address is inaccurate or erroneously stated. The corrected registered office address is:

Corrected Registered Office Address

TX

Street Address (No P. O. Box)

City

State

Zip Code

¨ The purpose of the entity is inaccurate or erroneously stated. The purpose is corrected to read as follows:

¨ The period of duration of the entity is inaccurate or erroneously stated.

The period of duration is corrected to read as follows:

Identification of Other Errors and Corrections

(Indicate the other errors and corrections that have been nude by checldne and completing the appropriate box or boxes.)

¨ Other errors and corrections. The following inaccuracies and errors in the filing instrument are corrected as follows:

x Add Each of the following provisions was omitted and should be added to the tiling instrument. The identification or reference of each added provision and the full text of the provision is set forth below.

x Alter The following identified provisions of the filing instrument contain inaccuracies or errors to be corrected. The full text of each corrected provision is set forth below:

Regarding the plan of Conversion dated September 15, 2008, Complete Vacuun a Rental, Inc.amands the number of shares in converted entity of redeemed shareholder Josen Kent, according to the attached document.

¨ Delete Each of the provisions identified below was included in error and should be deleted.

Form 403 4

07/29/2009 10:28 FAX 2147227111

MARSHALL WHITE

004/006

¨ Defective Execution The filing instrument was defectively or erroneously signed, sealed, acknowledged or verified. Attached is a correctly signed, sealed, acknowledged or verified instrument.

Statement Regarding Correction

The filing instrument identified in this certificate was an inaccurate record of the event or transaction evidenced in the instrument, contained an inaccurate or erroneous statement, or was defectively or erroneously signed, sealed, acknowledged or verified. This certificate of correction is submitted for the purpose of correcting the filing instrument

Correction to Merger, Conversion or Exchange

The filing instrument identified in this certificate of correction is a merger, conversion or other instrument involving multiple entities. The name and file number of each entity that was a party to the transaction is set forth below. (If the space provided is not sufficient, include information as an arrachment to this form.)

Complete Vacuum and Rental LP

801028936

Entity name

SOS file number

Complete Vacuum and Rental, Inc.

801028941

Entity name

SOS file number

Effectiveness of Filing

After the secretary of state files the certificate of correction, the filing instrument is considered to have been corrected on the date the filing instrument was originally filed except as to persons adversely affected. As to persons adversely affected by the correction, the filing instrument is considered to have been corrected on the date the certificate of correction is filed by the secretary of state.

Execution

The undersigned signs this document subject to the penalties imposed by law for the submission of a materially false or fraudulent instrument

Date : 07/28/09

Authorized Agent and Attarney Infact

Signature and title of authorized person (See instructions.)

Form 403 4

COMPLETE VACUUM AND RENTAL, INC.

AMENDED PLAN OF CONVERSION TO CORPORATION

1. The respective names of the converting and converted eatitlet are: Converting Entity. Complete Vacuum and Rental. LP Converted Entity: Complete Vacuum and Rental, Inc.

2. The converted entity is to be a Corporation that will be organized under the laws of

3. The former partnership interests held by Joseph Kent In the converting entity, Complete Vacuum and Rental, LP, will be corrected to property indicate the appropriate converted shares in the converted entity, Complete Vacuum and Rental, Inc, as follows:

Name of

Pertner

Number of Shares in

Converted Entity

Joseph Kent

250

4, Jane Kent, who Serves as general partner of the converting entity, Complete Vacuum and Rental, LP, will be designated as manager of the converted entity, Complete Vacuum and Rental, Inc.

5. This amended plan of conversion is adopted under the authority of the Right to Convert Amendment to the Agreement of Partnership of Complete Vacuum and Rental, LP, and Section 11.6 of sold agreement,

Executed In multiple counterparts, at the office of Complete Vacuum & Rental, L.P, at 1607 NE Loop, Carthage, Texs, by the Shareholders of Complete Vacuum and Rental, Inc., on the date Indicated with their respective signatures below.

SHAREHOLDEER:

/s/ STEVE KENT

STEVE KENT II

Date: 7-19-09

REDEEEMED FORMER SHAREHOLDER

/s/ JOSEPH KENT

JOSEPH KENT

SHAREHOLDER;

/s/ JANA KENT

JANA KENT

Form 424

(Revised 12/09)

Submit in duplicate to:

Secretary of State

P.O. Box 13697

Austin, TX 78711-3697

512 463-5555

FAX: 512/463-5709 Filing Fee: See instructions

Certificate of Amendment

This space reserved for office use.

FILED

In the Office of the

Secretary of State of Texas

MAR 09 2011

Corporations Section

Entity Information

The name of the filing entity is:

Complete Vacuum and Rental, Inc.

Slate the name of the entity as currently shown in the records of the secretary of state. If the Amendment changes the name of the entity, state the old name and not the new name.

The filing entity is a: (Select the appropriate entity type below.)

x Por-profit Corporation

¨ Professional Corporation

¨ Nonprofit Corporation

¨ Professional Limited Liability Company

¨ Cooperative Association

¨ Professional Association

¨ Limited Liability Company

¨ Limited Partnership

The file number issued to the filing entity by the secretary of state is: 801028941

The date of formation of the entity is: September 15, 2008

Amendments

1. Amended Name

(If the purpose of the certificate of amendment is to change the name of the entity, use the following statement}

The amendment changes the certificate of formation to change the article or provision that names the filing entity. The article or provision is amended to read as follows:

The name of the tiling entity is: (state the new name of the entity below) Heckmann Water Resources (CVR), Inc.

The name of the entity must contain an origanizational designation or accepted abbreviation of such term, as applicable.

2. Amended Registered Agent/Registered Office

The amendment changes the certificate of formation to change the article or provision stating the name of the registered agent and the registered office address of the filing entity. The article or provision is amended to read as follows:

RECEIVED

MAR 09 2011

Secretary of State

6

Registered Agent

(Complete either A or B, but not both. Also complete C.)

x A.   The registered agent is an organization (cannot be entity named above) by the name of: C T        Corporation System

OR

¨ B.   The registered agent is an individual resident of the state whose name is:

First Name

MI.

Last Name

Suffix

The person executing this instrument affirms that the person designated as the new registered agent has consented to serve as registered agent.

C. The business address of the registered agent and the registered office address is:

350 N. St. Paul Street, Suite 2900 Dallas TX       

75201-4234

Street Address (No P.O. Box) City    State      Zip Code

3. Other Added, Altered, or Deleted Provisions

Other changes or additions to the certificate of formation may be made in the space provided below. If the space provided is insufficient, incorporate the additional text by providing an attachment to this form. Please read the instructions to this form for further information on format.

Text Area (The attached addendum, if any, is incorporated herein by reference.)

¨ Add each of the following provisions to the certificate of formation. The identification or reference of the added provision and the full text are as follows:

¨ Alter each of the following provisions of the certificate of formation. The identification or reference of the altered provision and the full text of the provision as amended are as follows:

¨ Delete each of the provisions identified below from the certificate of formation.

Statement of Approval

The amendments to the certificate of formation have been approved in the manner required by the Texas Business Organizations Code and by the governing documents of the enlity.

Form 424 7

Effectiveness Of Filing (Select either A, B, or C.)

A. x   This document becomes effective when the document is filed by the secretary of state.

B. ¨   This document becomes effective at a later date, which is not more than ninety (90) days from the date        of signing. The delayed effective date is:

C. ¨   This document takes effect upon the occurrence of a future event or fact, other than the passage of time.        The 90th day after the date of signing is:                                                          

The following event or fact will cause the document to take effect in the manner described below:                                                          

Execution

The undersigned signs this document subject to the penalties imposed by law for the submission of a materially false or fraudulent instrument and certifies under penalty of perjury that the undersigned is authorized under the provisions of law governing the entity to execute the filing instrument.

Date: March 7.2011

By: /s/ Damian C. Georgino

Signature of authorized person

Damian C. Georgino, Vice President

Printed or typed name of authorized person (see instructions)

Form 424 8

CONSENT TO USE OF NAME

Heckrnann Water Resources Corporation

Heckmann WateT Resources Corporation, a corporation organized under the laws of the state of Texas, hereby consents to the formation of Heckmann Water Resources (CVR), Inc., in the state of Texas.

IN WITNESS WHEREOF, the undersigned has caused this consent to be executed this 2ndday of March, 2011.

Heckmann Water Resources Corporation

By: /s/ Damian C. Georgino

Damian C. Georgino, Vice President

Form 503

(Revised 09/09)

Return in duplicate to:

Secretary of State

P.O. Box 13697

Austin, TX 78711-3697

512 463-5555

FAX: 512 463-5709

Filing Fee: S25

Assumed Name Certificate

This space reserved for office use.

FILED

In the Office of the Secretary of State of Texas

APR 07 2011

Corporations Section

Assumed Name

1. The assumed name under which the business or professional service is, or is to be, conducted or rendered is: HWR

Entity Information

2. The legal name of the entity filing the assumed name is:

Heckmann Water Resources (CVR), Inc.

State the name of the entity as atrrentiy shown in the records of the secretary of state or on its organizational documents, if not filed wish the secretary of slate.

3. The entity filing the assumed name is a: (Select the appropriate entity type below.)

Specify type of entity. For example, foreign real estate investment trust, state bank, insurance company, etc.

x   For-profit Corporation

¨  Limited Liability Company

¨   Nonprofit Corporation

¨  Limited Partnership

¨   Professional Corporation

¨   Limited Liability Partnership

¨   Professional Association

¨   Cooperative Association

¨   Other                                                                                                                                                                                                                                                  

Specify type of entity. For example, foreign real estate investment trust, state bank, insurance company, etc.

4. The file number, if any, issued to the entity by the secretary of stale is: 801028941

5. The state, country, or other jurisdiclion of formation of the entity is: Texas

6. The registered office or similar office address of the entity in its jurisdiction of formation is:

350 N. St. Paul Street, Suite 2900

Street Address

Dallas, TX 75201-234

USA

City State

Country

Zip or Postal Code

7. The entity’s principal office address in Texas is: (See instructions.)

1607 NE Loop, Carthage TX 75633

Street Address City     Zip or Postal Code

8. The entity is not organized under the laws of Texas and is not required by law to maintain a registered agent and registered office in Texas. Its office address outside the state is;

Street Address City State Zip or Pastal Code

RECEIVED

APR 07 2011

Secretary of State

Tr022-09.24.2009 CT System Online

Form 503 4

Period of Duration

x 9a. The period during which the assumed name will be used is 10 years from the date of filing with the secretary of state.

OK

¨ 9b, The period during which the assumed name will be used is             years from the date of filing with the secretary of state (not to exceed 10 years).

OR

¨ 9c. The assumed name will be used until                                         (not to exceed 10 years).

                                                                                      mm/dd/yyyy

County or Counties in which Assumed Name Used

10. The county or counties where business or professional services are being or are to be conducted or rendered under the assumed name are;

¨ All counties

¨ All counties with the exception of the following counties:                                                                                               

¨ Only the following counties:                                                                          

Execution

The undersigned signs this document subject to the penalties imposed by law for the submission of a materially false or fraudulent instrument and also certifies that the person is authorized to sign on behalf of the identified entity. If the undersigned is acting in the capacity of an attorney in fact for the entity, the undersigned certifies that the entity has duly authorized the undersigned in writing to execute this document.

Date: March 31,2011

/s/ Damlan V. Georgino

Damlan V. Georgino, Vice President & Secretory

Signature of a person authorized by law to sign on

behalf of the identified entity (see instructions)

Tx022-09.04.2009 CT System Online

Form 503 5