I feel like you can’t have a conversation about any car without some blowhard spouting off about how “this was the last real one.” Every Porsche is the last true sports car, every Jaguar is the last real Jag, every Mercedes is the last true bank-vault, and perhaps worst of all: every BMW M car is the last car from when the M badge meant something, man. I’ve heard it all, I do not care; you can't all be right about your own impeccable taste. However… There is actually a very real case that the E34 BMW M5 could be the last “real” M car, and to an extent, BMW themselves admitted it at the time.
By last real M car, I specifically mean the last car built by BMW Motorsport GmbH, which started out as a small team of engineers in 1972, with the specific purpose of turning BMW’s middling touring car racing program into a winning one. That was their whole reason for being, and that’s what they did.


racing roots
BMW's newly-formed Motorsport division took the BMW’s M30 straight-six engine that was a stout foundation, but struggled to breathe at high rpms, and modified it extensively, using know-how from Formula 2 racing. The updated engine, codenamed M49, had a completely different, higher-flowing head, with individual throttles and twin gear-driven camshafts, allowing the 3.5L engine to rev to a screaming 9,000 rpms, and make up to 465 hp on the way there. With this furious heart that was just as tough as it was powerful, the 3.0 CSL “Batmobile” it powered became unstoppable.
After turning the pretty 3.0 CS into a domineering touring car and establishing their performance prowess, BMW Motorsport turned its attention towards making its own car: an exotic, mid-engined supercar, using their engineering prowess to make both a good sports car and an unbeatable race car. That car was the M1, which was extremely impressive when it finally did come around, but actually getting it built proved to be a bit of a disaster, and its newly updated M88 engine didn’t get to race much.
To help recoup some of the losses from that project, the Motorsport division started modifying standard BMW cars, with the first being the 1979 M535i, and it sold well. People liked it and wanted more, and while the M1 was no longer viable, they did still have that new engine leftover from the project - and being that it was based on a standard road engine, it would bolt into a standard road car quite easily.


race track --> roadway
I’m deliberately oversimplifying a complicated story, but more or less, that is how cars like the BMW M5 came to be, and that origin is why the cars were so revered even when they were brand new. A very successful racing team took their own very impressive racing engine, adapted it for road use, and sold it in executive cars expertly modified to make the most of those thoroughbred motors.
And to bring it back around, the E34 M5 of the early 90s was the last car to use this honest-to-God Motorsport motor. Carrying the codename S38B36 for this application, it displaces 3.6 litres, produces 310 horsepower, and 265 foot-pounds of torque, with a 7,200 rpm redline.
Those numbers may seem quaint now, but that was very nearly as much power as Mercedes’ new SL, and Porsche’s new 911 Turbo; the Mercedes had 5 litres and two more cylinders, and the Porsche had a big turbocharger helping it out. It even made more power-per-litre than Ferrari’s flat-12 in the Testarossa and Lamborghini’s V12 in the new Diablo. This was a serious engine for a serious car, and they had the audacity to stick it in a comfortable daily-driver sedan.


hand-built in hallowed halls
They were also the last cars to be assembled, by hand, by a small team of skilled craftsmen at M Motorsport’s own facility in Garching, where so many race cars came before. 72 skilled craftsmen started with mostly complete 535i shells trucked in from Dingolfing, imbued them with hand-made dragon hearts, and made them into M5s, working alone or in small teams. Once a bodyshell arrived in Garching, it took about two a week to turn it into an M5.
It’s rumoured that by the end of the production run in 1995, the testers who were tasked with thoroughly inspecting and driving every car before it was allowed to leave, could tell who had built each car by the way it drove. I don’t know how much truth there is to that (the best sources I can find on this all point to a long-defunct web domain), but it’s fun to think that this small team had gotten their act so tightly together that this was plausible.

The Motorsport crew they knew that this was about as far as they could go with this old motor before it would be surpassed by more modern, more flexible, lighter, cleaner-burning quad-cam V8s that were becoming de rigeur - even within BMW. The new eight-cylinder 540i was fast nipping at the heels of the Motorsport motors, with vastly better road manners, greater efficiency, and much simpler maintenance.
They knew this, and at least part of the M Motorsport team didn’t think it would be right to continue without a real, race-bred, Motorsport engine, because as good as that V8 was going to prove to be in road cars, it was no race engine.
“In our M-cars, the engine has had a racing history. This is not the case with the V8. We have this new business called BMW Individual, so maybe the successor to the M5 could come from that side. This could be a very different car. But it's not decided."
-Karl-Heinz Kalbfell, Director, BMW Motorsport, August 1992.


private jet
These bowed to glowing praise from the motoring press. There wasn’t anything else like this, and everyone more or less knew that there would be nothing quite like this again. This particular car has accumulated almost 360,000 kilometers, and you wouldn’t know it; it was impeccably built to begin with, and has been loved - well used, for sure - but loved ever since.
It hasn’t been rebuilt as is common for these (race engines tend to need it), and yet, it starts quickly and settles into a very smooth idle. It’s a big, barrel-chested tone with a deep resonance you can feel in your chest, but the mechanical clicking and clacking you’d expect is totally absent.
I’ve personally owned and worked on a lot of old, solid-lifter Big Six engines, and this is by far the quietest, slickest running of them all; mileage ain’t nothing but a number. The story goes that its first owner was a golf pro who didn’t care for flying, so he bought this as a private jet to fly back and forth across the continent. Nowadays my friend Stephen flies back and forth between London (Ontario) and Toronto, and while he takes care of the car, he does not go easy on it. That’s not what they’re made for.
“It embodies a relentless pursuit of perfection and reflects a tangible love of high-performance driving for its own sake that you find in few automobiles and only one sedan. This one.”
- Jeff Karr, Motor Trend


Stealth STyle
It’s a small, unassuming car. It’s almost funny to think how in its day, it was widely regarded as a fairly large, and quite subtle car - neither are true anymore. It is smaller in every dimension than a modern 3-series, and because of Ercole Spada’s inspired design language (and Stephen’s addition of later M-Parallel wheels), this car pops against everything else on the road. Being a small white sedan, devoid of stripes, decals, wings, excessive badging, and any carbon fibre means it’s fairly unassuming in a modern context, but for those same reasons, but it sticks out proudly to anyone with even the faintest eye for style.
The cabin is all business. Carbon hadn’t made its way to interior trim in 1991, and the wood you’d find in other Bimmers wouldn’t fit the M5’s vibe. It was widely panned for being too sterile and too severe when it was new, and I can see why - it is all black - but now it stands as a monument to good design, courtesy of J Mays, who did a short stint at BMW between two longer tenures at Audi. It’s practical, well thought out, and quite pretty when everything is illuminated in orange-red at night. It’s definitely small though; it’s funny how this used to be a big car (some might have said too big to be a real performance car, believe it or not) and now a Civic is more spacious in every regard.
“Sheer power may not even be the M5's best quality. Its true best quality may be just that: its pure best-ness. Given some perfectly reasonable criteria, BMW's new-generation M5 just might be the best car in the world”
- Kevin Smith, Car & Driver


///Manners
This generation of M5 is very different in demeanour from the 535i that sat underneath it on the totem pole, and the 540i that sort of came to sit next to it. Its thoroughbred heart has so much character, such a colossal presence that it makes the engine feel huge, very much like an Italian V12. It has a bit of a hard idle, and like those same Italians, there’s a faint trembling quality to them, as if in anticipation.
It is, quite obviously, unhappy around town, angrily heaving and sighing discontentedly when it’s made to act normal. Compared to its more pedestrian brethren, it feels lethargic, without much in the way of bottom-end torque. It will put on a fake customer-service voice and politely tolerate being lugged in traffic, but you don’t need to be clairvoyant to tell that it’s miserable doing menial work.
“...nine out of ten for almost everything: nothing's perfect, but the M5 comes close in most departments.”
- Peter Dron, Fast Lane Magazine


BMW engines are famed for their broad torque curves, being tuned in such a way that they don’t need to rev, but they like to. The S38 in this M5 was taught the same manners as other BMW engines, but it doesn’t come naturally to it, it has to wail to wake up. It draws deep breaths through its six throats and howls through equal-length headers; no part of it is particularly loud - this was the 90s, refinement was still a noble pursuit - but it exudes so much character through its mechanical noise that it takes up an outsized amount of space in your mind, greater than the sum of its parts.
From about 4 grand up to its 7,200 rpm redline, it is intoxicating. It feels so at home, rewarding you for rewarding it with a sweet song, and the trembling, annoyed grunting evaporates, transcending into a silken character, that impossibly seems to get smoother the harder you push it. All of the things working against it around town, the hard clutch, notchy 1-2 shift, awkward throttle (pulling on six return springs), lumpy idle and general gutlessness all evaporate, and its reason for being suddenly becomes crystalline. It is a luxurious executive sedan, and it will cosplay fairly effectively as such, but that’s not where its heart is. Like a musician is electrified by a dancing audience, the M5 is made whole by being made to race.
“its a rolling tribute to BMW confidence, designed by Bavarians who are damned sure of what they're doing."
- Joe Rusz, Road & Track


on the move
While the engine is undoubtedly the star of the show, it wouldn’t be able to shine the way it does without strong supporting actors. Almost all of these cars have had their original self-levelling suspension deleted and replaced with H&R springs and Bilstein shocks, like this one; it rides firm, and can be a touch too firm on bigger wheels, but it’s generally compliant and comfortable if your travels don’t involve steamrolling too many square-shaped breaks in the pavement.
Body control is outstanding, with just enough roll to let you feel the tires loading up, and even with so many miles on the clock, it still transmits a chorus of road feel through your seat and the slim-rimmed steering wheel. There’s a healthy amount of mechanical grip, the brakes are firm and easy to finesse into a fast corner, it’s well balanced on corner entry, with an ability to either corner on rails or gently give way to a gratifying drift. It’s sharp, but far from over-eager; slower, more deliberate steering was the norm then, making it more natural to move your body more and be more deciduous in your movements.


Wrap it up
There is a rawness to these E34s that the later E39s that everyone is so fond of can’t even begin to touch. You’re really part of the action, working the ITBs, manhandling the notchy shifter, sawing at the steering, with the car keeping you intimately appraised of everything happening, and the moaning for more, demanding you work it harder, sliding it around and keeping it at a frothing boil. It’s a very different kind of animal that’s not for everyone, but it was never supposed to be for everyone.
Every sport sedan after this was and is a comfy commuter pretending to be a race car. The E34 BMW M5 cuts the other way; it has the soul of a race car in a package that pretends, mostly successfully, to be normal. It's the last of original Motorsport monsters that has direct racing DNA in it, crafted in race shop by people who make race cars. It’s not the most polished, most sanitized car, even in its day it was outclassed in most measurable ways, but the only measurement that mattered at BMW Motorsport was making the most memorable car.