IonQ, Inc. said in a filing with the Securities and Exchange Commission that outside counsel issued a legal opinion covering up to 34,580,646 shares of common stock that certain stockholders may offer and sell under the company's existing shelf registration.
The opinion, dated November 13, 2026, was prepared by Paul, Weiss, Rifkind, Wharton & Garrison LLP in connection with IonQ's registration statement on Form S-3ASR, filed under registration number 333-285279, which became effective February 26, 2025.
The law firm reviewed the registration statement, a base prospectus dated February 26, 2025, and a prospectus supplement dated November 13, 2026, along with IonQ's certificate of incorporation, bylaws and board resolutions authorizing issuance of the shares.
Based on that review, Paul Weiss concluded that the shares, each with a par value of $0.0001, have been duly authorized by all necessary corporate action and are validly issued, fully paid and non-assessable under the Delaware General Corporation Law.
The firm's opinion is limited to Delaware law as currently in effect. Paul Weiss consented to the use of its opinion as an exhibit to IonQ's Form 8-K filed the same day and to the use of its name under the heading 'Legal Matters' in the prospectus supplement.