111 N. Sixth Street
P.O. Box 679
Reading, PA 19603
(610) 478-2000
www.stevenslee.com
June 24, 2025
Board of Directors
QNB Corp.
15 North Third Street, P.O. Box 9005
Quakertown, Pennsylvania 18951-9005
Re: Form S-8 Registration Statement – QNB Corp. 2025 Equity Incentive Plan
Ladies and Gentlemen:
In connection with the registration of 500,000 shares of common stock, $0.0625 par value per share (the “Common Stock”), by QNB Corp. (the “Corporation”), covered by the Corporation’s Registration Statement on Form S-8 (the “Registration Statement”) filed with the Securities and Exchange Commission under the Securities Act of 1933, as amended, on the date hereof with respect to the potential issuance of the Common Stock under the QNB Corp. 2025 2025 Equity Incentive Plan (the “Plan”), we, as counsel to the Corporation, have reviewed:
(1) the articles of incorporation of the Corporation, as amended;
(2) the bylaws of the Corporation, as amended;
(3) resolutions adopted by the board of directors of the Corporation relating to the Registration Statement;
(4) a Form 8-K filed by the Corporation with the Securities and Exchange Commission on May 21, 2025 relating to shareholder approval of Plan at the Corporation’s 2025 annual meeting of shareholders;
(4) a corporate subsistence certificate, issued by the Secretary of the Commonwealth of Pennsylvania with respect to the Corporation;
(5) the Registration Statement;
(6) the Plan; and
(7) copies of certificates representing shares of the Common Stock.
In connection with delivering this opinion letter, we have relied as to matters of material fact upon the representations of members of the Corporation’s management; however, we have no reason to believe that any such representations are incorrect or incomplete. We have assumed