I always toy with getting a low mileage M5 to replace my 78K mile 540 6-speed- the 540 has been very good (I've owned it since 21K miles and over 6 1/2 years) but I just love the body style and the M5 is the king of the e39. The new M5 does nothing for me (I know it's fast and I'm sure it drives great, but the styling inside and outside is nasty).