
111 N. Sixth Street
P.O. Box 679
Reading, PA 19603
(610) 478-2000
www.stevenslee.com
August 20, 2026
Board of Directors
QNB Corp.
15 North Third Street, P.O. Box 9005
Quakertown, Pennsylvania 18951-9005
Re: Form S-3 Registration Statement
Ladies and Gentlemen:
We have acted as counsel to QNB Corp. (the “Company”) in connection with its Registration Statement on Form S-3 (File No. 333-298129) (the “Registration Statement”), filed by the Company with the Securities and Exchange Commission (the “Commission”) pursuant to the Securities Act of 1933, as amended (the “Act”), relating to the proposed public offering of 1,071,428 shares of common stock, $0.625 par value per share, of the Company (“Common Stock”), which includes 160,714 shares subject to the underwriters’ over-allotment option (collectively, the “Shares”), pursuant to the Underwriting Agreement, dated August 19, 2026 (the “Underwriting Agreement”), by and among the Company, QNB Bank, Brean Capital, LLC and Performance Trust Capital Partners, LLC. This opinion letter is furnished to you at your request to enable the Company to fulfill the requirements of Item 16 to Form S-3 and Item 601(b)(5) of Regulation S-K, 17 C.F.R. § 229.601(b)(5), in connection with the Registration Statement.
In rendering this opinion letter, we have reviewed copies of: (1) the Underwriting Agreement; (2) the Registration Statement; (3) the base prospectus, dated August 14, 2026, which forms a part of the Registration Statement; (4) the preliminary prospectus supplement, dated August 19, 2026, in the form filed with the SEC pursuant to Rule 424(b) of the Securities Act; (5) the final prospectus supplement, dated August 19, 2026, in the form filed with the SEC pursuant to Rule 424(b) of the Securities Act; (6) the Articles of Incorporation of the Company, as amended; (7) the Amended and Restated Bylaws of the Company; and (8) certain resolutions of the Board of Directors of the Company and the Executive Committee and the Pricing Committee thereof. We have also reviewed such other documents and made such other investigations as we have deemed appropriate.
In our examination, we have assumed: (1) the genuineness of all signatures; (2) the legal capacity of all natural persons; (3) the authenticity of all documents submitted to us as original documents; (4) the conformity to original documents of all documents submitted to us as copies thereof; (5) that the Underwriting Agreement has been duly authorized and validly executed and delivered by the parties thereto (other than the Company and QNB Bank); and (6) the Shares will
