EXHIBIT 5

                 Opinion of Shumaker Williams, P.C.


                      SHUMAKER WILLIAMS, P.C.
                      3425 Simpson Ferry Road
                   Camp Hill, Pennsylvania 17011              


                                November 19, 1996



Thomas J. Bisko, President and CEO
QNB CORP.
10 North Third Street
P. O. Box 9005
Quakertown, Pennsylvania 18951


                 Re: QNB CORP. (the "Corporation")
                     Registration Statement Form S-8
                     Our File No. 468-96

Dear Mr. Bisko:

     In connection with the above-referenced registration
statement on form S-8 pertaining to the QNB Stock Incentive Plan,
the QNB Corp. Employee Stock Purchase Plan and The Quakertown
National Bank Profit Sharing and Section 401(K) Salary Deferral
Plan (Collectively, the "Plans"), we have acted as Special
Corporate Counsel to the Corporation and have examined all
documents, transactions and questions of law which we deem
necessary and appropriate for purposes of rendering the following
opinion.

     Based on our examination, it is our opinion that when the
registration statement on Form S-8 is filed and becomes effective
under the Securities Act of 1933, those shares of $1.25 par value
of common stock of the Corporation issued or distributed
thereunder and paid for in accordance with the terms of the
Plans, will be duly authorized, validly issued, fully-paid and
nonassessable.

     We hereby consent to the use of this opinion as an exhibit
to the registration statement on Form S-8.

                              SHUMAKER WILLIAMS, P.C.


                         By: /s/ Nicholas Bybel, Jr.
                             --------------------------
                             Nicholas Bybel, Jr.

NB/tb:65140