A Tale Of Two Fivers

BMW 5 Series E28 E34 535is 535i M30 S38

The 1980s were a simpler time, a time when entertainment in your car was to be found through the steering wheel, not from an infotainment screen. It was a time when the BMW 5 Series did what nothing else could: It offered proper sports-car performance in a sedan so civilized that you could take your mother to church in it—and she would always be the first to arrive!

In the 1980s, BMW did one thing: it built the Ultimate Driving Machine.

Alas, times aren’t as simple as they used to be; the world has changed, and BMW has changed with it. Technology sells cars in the modern era, and by cars I mean crossovers—which can be found in every shape and size. But you can still buy a 5 Series that does what its predecessors did, and against the backdrop of the modern car, BMW is still the Ultimate Driving Machine. However, it is this backdrop that makes those BMWs from the 1980s so important; they are a lens to the past, a lens to a time when BMW was small, hungry, and focused, a time when BMW E28 and E34 5 Series reigned supreme.

When the E28 M5 was released, it was marketed as the “fastest saloon car in the world,” but if you wanted to save some money—and for the U.S. market, have it in a color other than black—you could opt instead for the 535iS, which could have been marketed as “a nearly-as-fast-as-the-fastest saloon car in the world.” The 535i and 535iS were powered by the 3.4-liter M30B34 engine, producing 182 horsepower but making 214 pound-feet of torque—only twenty fewer than the M5.

When the E28 was replaced, the M30 engine continued in the E34 535i (as the M30B35), with a power increase to 208 horsepower and 225 pound-feet of torque. The leap between the E28 and E34 was more evolutionary than revolutionary, until the 535i was phased out by the V8-powered 540i. This made both generations of 535i very similar, and they would be a rather boring comparison under normal circumstances—except for two local examples that are anything but either.

Russ Nelson’s 1987 535iS.
[Photo: Alex McCulloch]

[Photo: Alex McCulloch]

This is no ordinary 535iS; a 3.8-liter stroked S38 from an M5 resides under the hood.
[Photo: Alex McCulloch]

Naked E34 M System wheels with black centers and polished lips are mounted over Wilwood Superlight brakes.
[Photo: Alex McCulloch]

A complete M5 interior matches the engine.
[Photo: Alex McCulloch]

Russ Nelson is the proud owner of the first example, a 1987 E28 535is in Alpine White over Natur leather. Russ is no stranger to classic BMWs; his daily drivers are a 1973 2002 and a 1995 540i M Sport. His E28 started as a stock 535is, which featured M Technic front and rear spoilers, sport seats, and a sport suspension. To the casual observer, it looked not that different from an M5, but for a previous owner of Russ’s car, looks were not enough. He dispensed with the M30 engine entirely, and replaced it with a stroked 3.8-liter S38 M5 engine, exhaling through M88 headers good for 321 horsepower and 297 pound-feet of torque at the rear wheels.

The M5 conversion was continued inside the cabin with an M5 leather dashboard, seats, steering wheel, and an illuminated shift knob. The exterior was retrofitted to European spec, with an M Technic-style stripe, Euro bumpers, Euro “smiley” headlights, and a functioning Euro intensive (headlight) cleaning system. Power is routed through an M5 flywheel, a heavy-duty Sachs clutch, a Getrag G280 gearbox with a UUC short-shift kit, and a 3:73 limited-slip differential. The car rides on Dinan springs, Koni front/Bilstein rear sport shocks, and “naked” seventeen-inch E34 M System wheels over Wilwood Superlight brakes. Even the trunk was retrofitted with M5 bits, including the battery location, carpets, and a full toolkit, including red-handle screwdrivers and a neatly folded blue BMW rag—should you need to dab off the occasional drool from onlookers!

A full toolkit includes the elusive red-handle screw drivers and a blue BMW rag.
[Photo: Alex McCulloch]

Nick McMahan’s 1990 535i.
[Photo: Alex McCulloch]

[Photo: Alex McCulloch]

The second example is a Brilliantrot (red) over Natur 1990 E34 535i built by Nick McMahan of MoFab LLC. When it comes to building, fabricating, and tuning fine BMWs, Nick is an artist, and the E34 is his canvas of choice. Although a staunch conservative, Nick is an environmentalist at heart, believing in recycling the old rather than consuming the new; his 535i is proof that with proper stewardship, mileage is irrelevant for a classic BMW.

Nick had the 232,000-mile 535i repainted in the original Brilliantrot, including the lower rocker-trim panels that were all-black on early E34s. He disassembled and inspected the original M30 engine and found that despite its nearly quarter of a million miles, it needed little more than resealing typical oil leaks and minor updates. This was important, because Nick’s next order of business was to mount a massive turbocharger! Now, before the purists scoff, Nick’s work is far from the poorly fitted eBay turbo setup so often seen on the E34 forums; it is a proper build that would meet BMW’s or even Alpina’s standards of perfection.

Nick’s fabrication is functional artistry.
[Photo: Alex McCulloch]

[Photo: Alex McCulloch]

Nick used an intercooled Garret GT3582R turbo featuring a lightweight stainless-steel housing and running fourteen pounds of boost. Airflow is improved through a mass-airflow-meter conversion and custom-tuned Miller War chip. Nick tuned it himself for an even 500 wheel-horsepower and 500 pound-feet of torque on E85 fuel.

Nick’s real artistry is in his fabrication; all intake, intercooler, and exhaust plumbing was fabricated through modular stainless-steel tubing and V-band connections. The unstressed portion of the radiator core support was drilled out and replaced by the intercooler and reinforced as if it were a factory fitment. While he was at it, he had the valve cover wrinkle-coated black with polished lettering.

Ever the environmentalist, Nick’s custom exhaust includes a GESI catalytic converter upstream of a Vibrant muffler that fast-passes Colorado emissions. An aluminum flywheel mated to an 850Ci twin-plate clutch and E34 540i flex disc easily handle the power and allow the engine to rev smartly. To keep it from revving too smartly, and to take advantage of the power for efficient cruising, Nick added a taller-geared 3:23 limited-slip differential. Corner-balanced Megan Racing coil-overs connect that power to the road, while stopping is achieved by Brembo four-piston calipers over 850CSi rotors in the front and rear E34 540i brake assemblies.

ESR replica wheels cover Brembo 850CSi front brakes.
[Photo: Alex McCulloch]

Splitter-mounted brake-cooling ducts help prevent fade.
[Photo: Alex McCulloch]

Early E34s had darker Natur leather than later models.
[Photo: Alex McCulloch]

For a little bling—and to keep those brakes cool—Nick fitted a rare BMW accessory front-air-dam brake-cooling kit with splitter-mounted intakes and ducting. Above those are Euro “smiley” projector headlights and clear corner and taillights. For wheels, Nick chose seventeen-inch ESR replicas of Work VS-XX wheels—wheels he first fell in love with on a Nissan 240SX (the real VS-XX wheels are safe and sound in his garage).

Inside the car, the early E34 Natur leather is a much richer tan, and complements the Brilliantrot better than the Parchment leather that followed in late-model E34s. Nick has kept the inside of the 535i relatively stock, with the exception of Sparco Evo II Plus seats, a ZHP shift knob, and an M Tech II steering wheel. At first the racing seats seemed a little aggressive, but that would make sense in due time.

Sparco fixed-back racing seats were a clue of what was to come.
[Photo: Alex McCulloch]

While many M5s were tucked away and preserved, non-M E28s and E34s were thoroughly used and enjoyed, making examples of this caliber extremely rare. But that isn’t what makes this comparison so compelling: It’s how completely different two cars can be when they started with so much in common.

The Euro bits include headlights, grilles, a  headlight-cleaning system, and chrome Euro bumpers.
[Photo: Alex McCulloch]

There’s more chrome on the mirrors, door handles, and trim.
[Photo: Alex McCulloch]

The clean and tidy Euro chrome bumpers of Russ’s E28 take it a step further back in time than the late 1980s—and from Nick’s E34. Chrome mirrors, door handles, windows, and body trim further reinforce this, and harken back to a time before crash-impact standards and plastic trim thwarted the automotive artistry of chrome.

Even though the M System wheels were from the E34 period, with black centers and polished lips, they add rather than detract from the backward-time-travel theme. Black body striping accents the black wheel centers, and alludes to what’s under the hood—along with a mysterious 537i badge.

The mysterious 537i badge alludes to what’s under the hood.
[Photo: Alex McCulloch]

And what’s under the hood is what defines this E28: a purebred high-revving, high-strung, Big Six M motor. I have driven a lot of S38-powered cars and have waxed poetic about them on many occasions, for there is simply nothing else like a properly tuned S38. M88 headers are key; they not only free up a disproportionately larger amount of power than ordinary headers would, but they also improve throttle response and seat-of-the-pants feel. Not to mention the sound enhancement—you can almost hear the individual pistons angrily slapping away!

Stock S38s do need to be revved to be exploited, and that is part of the fun, but the additional displacement of Russ’s E28 is most noticed in the lower revs, making it better all around. That doesn’t stop with the engine, either; E28s are big cars, but the well-matched brakes and suspension allow Russ’s E28 to apex like a much smaller and lighter car than it should—without compromising its civility. Body roll is minimal, turn-in is neutral despite the E28’s vague steering-box design, and throttle-steer on exit can be modulated for the mission, be it a Sunday-morning church delivery or Saturday-night fever.

Nick’s 535i is a wolf in sheep’s clothing.
[Photo: Alex McCulloch]

If Russ’s E28 is the civilized all-arounder, Nick’s E34 is the monster—a wolf in sheep’s clothing. I’m a sucker for red, but even in Brilliantrot, the lines of the E34 are understated and sophisticated. In a 1995 marketing booklet, BMW said about the E34, “The more cars the world makes, the more desirable the BMW 5 Series becomes.” At the time, that may have been savvy marketing, but for people like Nick, Russ, and me, those words have proven to be prophetic. The E34 is what I consider to be the last of the traditional BMWs, yet with just a hint of modern—the most modern evolution of the iconic traditional BMW form. The paint-matched lower trim and spoiler-mounted brake cooling “bumperettes” (Nick’s words) could lead you to believe that Nick’s car is actually an M5, until you hear that turbo spool up. Then it is clear that this isn’t a car at all—it’s a jet!

Nick takes the wheel of his 535i.
[Photo: Alex McCulloch]

[Photo: Alex McCulloch]

The U.S.-market E34 M5 had 311 horsepower and 266 pound-feet of torque; Nick’s car has 500 of both. But the problem with big turbos is that they take time to build boost, and then that boost is delivered in a catastrophic jolt of power that can be difficult to control. The original Porsche 930 is the foremost example that comes to mind, and it was the first thing I thought of when I gave Nick’s car the beans: Mash the gas pedal, listen to that turbo spool (it really does sound like a jet), and then kaboom! Brutal, savage, and ferocious are too delicate to describe how violent the boost is when it hits. And that violence is only made worse by a heavy-duty clutch that has the same on-or-off feel as a light switch. You can literally spin the tires in virtually any gear, which I may have done in response to a large vape cloud directed my way from a bearded man in a Subaru WRX—at least my smoke was real!

[Photo: Alex McCulloch]

After several miles of this madness, as I sat at a stoplight wondering whether the tingling in my fingertips was from a newly dislodged titanium replacement disc in my neck or just adrenaline, it occurred to me that perhaps I was doing it all wrong. You don’t drive any car correctly by simply mashing the gas pedal, especially not one with 500 horsepower. At roughly 3,400 pounds Nick’s 535i has a slightly better power-to-weight ratio than an F90 M5, but with no electric nannies to help control it; this car has only a limited-slip differential and some fixed-back racing seats—which suddenly make sense.

Perhaps some modulation was in order, and that is where the artistry of Nick’s work shined. Through Nick’s airflow-focused fabrication the engine and turbo work in unison in a way that doesn’t compromise the linear torque delivery that M30s are famous for. Skillful throttle application above 2,000 rpm allowed the boost to be accessed smoothly throughout the powerband, which was complemented by the wonderful manners of the well-sorted E34 platform.

In fact, the beauty of the E34 is that despite Nick’s 535i having 500 horsepower, it doesn’t need any of the nannies that its F90 descendant does; it just does what you ask it to.

The E28 and E34 leave a legacy that continues to this day.
[Photo: Alex McCulloch]

That, in a nutshell, is the beauty of both Russ’s E28 and Nick’s E34: They are both driver’s cars. They require the driver to participate in order to exploit their assets, and they reward that driver in spades when he does. The modern BMW could not be what it has become without the legacy of these cars—a legacy that in BMW’s prophetic words, only gets better with time.—Alex McCulloch

[Photos courtesy Alex McCulloch]

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