Brian Marks’s E39 Touring project set the internet and BMW CCA community on fire in 2019, with its record-setting Bring-a-Trailer auction. Brian took his 2003 540i Touring and, in several steps, converted it into what became a manual transmission, supercharged S62-powered rocketship that sold for $72,000. That’s more than the car cost new and, as far as I know, more than any other 5 Series touring in the U.S. has sold for—short of the new M5. After that project, Brian went on to modify and sell E46 Tourings with modified engines, transmissions, and more until recently, when the aches and pains of middle-age convinced him to give it a rest.
But resting is not really his style. Despite having a few nice cars already, Brian has always had a soft spot in his heart for the E39 M5. So when a friend offered to sell him the white M5 pictured here, Brian couldn’t pass it up. With a mere 115,000 miles (which isn’t all that much for a 26-year-old car) and no rust, Brian took on this latest project. This is not a car to flip; this one is a keeper.
Although this is a very nice example of a well documented and maintained M5, older BMWs have common wear items, most of which were never addressed. So Brian has totally refreshed or replaced every component that can wear out, including the suspension, hoses, belts, tires, guibo, brakes, and more, but was fortunate that no internal engine work was needed. The engine in the E39 is the S62, which was not the first V-8 that BMW ever made, but it was rather revolutionary with 32 valves, eight individual throttle bodies, four VANOS controlled overhead camshafts, and a total output of 400 hp. The E39 M5 was available with any transmission that you wanted as long as it was a six-speed manual. Imagine that today…
In addition to replacing the wear items, Brian also replaced things that were fine but showed age, such as the windshield, headlights, and trim bits, and he took the opportunity to upgrade things such as the navigation system. This car is a 2000, which means that it came with the minuscule and barely usable navigation display screen, which was enlarged with the subsequent LCI. The unit that he put into the car looks like an original BMW OE piece, but the internals are all 21st century, including Apple CarPlay. He also replaced the amplifier and speakers so that it actually sounds good. Brian is fond of the European dashboards, so he replaced the original with an OE EU part, as well as the wood trim and much of the interior plastic, which was either worn or missing. And of course all of the wheels needed refinishing.
Other things kept cropping up. Changing the differential bushings ended up with a broken weld, which required a new rear subframe. Aside from the technical expertise and friends to help, Brian also has a professional quality two post lift in his garage. Engine mounts, transmission mounts, sensors, wires, brake lines—all that stuff buried in there that you can’t see and usually don’t think about until they fail—were replaced. Smoke began to pour out of his credit card. Sharp-eyed readers will see the pictures and note that the car has other subtle modifications. A Ground Control coil-over suspension lowered it slightly, there are some badges missing (it was originally ordered as a badge delete) the grill is not chromed, and those are rear wheels on the front for a square setup.
Surprisingly the paint on this car is quite good, and he only had to have the front clip repainted. Since it was actually cheaper to buy a new bumper than repair the old one, that’s been updated. Brian also went to the trouble and expense to cover elements of the car with a paint protection film, including much of the trim and the windshield. That, like everything else that he had done to the car, was done at an expert level, and you can tell that there was no expense spared. Unlike John Hammond of Jurassic Park, Brian actually knows what he’s doing and truly did not cut corners.
Where it really comes together is the interior. The car originally came with the Caramel interior, which is gorgeous when new but does not wear well. One of the things that Brian often does when building or restoring a car is to wheel and deal with his parts purchases. For this project, he bought the entire interior from another car and used that as the base to make what is potentially the only Alpine White over Cinnamon E39 M5 in the world. An original Caramel interior is still very desirable, and this one—although worn—was repaired, re-dyed, and restored before removal, and is still very usable. What impressed me most about the new work done here wasn’t just the gorgeous color and very high quality leather, but how beautifully it was stitched and installed. And the artisan who did the work didn’t just recover the seats, he also did the door cards, the center console, the seat backs, and even the lower seat trim that comes from the factory in genuine plastic that is guaranteed to get kicked, scratched, marked, and eventually crack. It’s one of the first things that you’ll notice when you open the door of an older BMW, and this one is just stunning. Look at the pictures and check out the stitching, fit, and finish.
Since Brian has also recently bought a new G80 M3 (properly equipped with three pedals) I asked him which he prefers. It’s even more of an equal comparison than you may think at first: the M3 has grown to where it is nearly the size of the older M5 and is actually a bit wider in the rear. It is also within a few hundred pounds of weight. Of course, the M5 is a naturally aspirated V-8 whereas the M3 is a turbo six, there is no iDrive in the M5 (it’s up to you if that’s a plus or a minus), and it has hydraulic steering—albeit a recirculating ball steering box versus the electrically assisted rack & pinion in the M3. Brian gave it a lot of thought, but the improved ergonomics, supportive seats, better gas mileage, and the more comfortable adjustable suspension of the M3 won out. It’s not really fair, comparing 26 years of technological and engineering development, but it says quite a lot that a car this old, with well over 100,000 miles, stands up so well against the new M3.
I’m not going to tell you how much Brian spent to do all of this, but it was much less than the cost of his new M3. I’m just happy to see cars like this continue to be saved and enjoyed.
If you want to read more about this car and the build, you can do so here on the M5Board forum. Brian also has pictures and more at his Instagram @bmwwagonguy.
