 The E39 style 5 series is a great mixture of classic BMW styling with modern technology.  The later E39s (2001-2003) benefit from an upgrade to xenon headlights (with angel eyes), LED tail lights, steering wheel, and other cosmetic pieces. The V8 in the 540i is very quick for a mid-sized sedan.  The quality of materials inside the cabin are top-notch.  I could not be happier with this purchase.  It is a lot of fun to drive.  You read about people complaining about cup holders all the time, but I could care less about that.  I don't think BMW is designing their cars for the Starbucks or Slurpee crowd.  These cars are meant to be driven at fairly high speeds on the Autobahn.  No car is perfect, but the 540i is close!