This 2003 BMW 540i Sport Wagon was acquired by the seller in May 2019, and it was subsequently modified with installation of a 4.9-liter S62 V8, six-speed manual transmission, limited-slip differential, steering wheel, instrument cluster, mirrors, 18″ wheels, and braking components sourced from an E39 M5. Additional modifications include a custom exhaust system, European-specification HID headlights, Koni shocks paired with Dinan front springs and Arnott rear air springs, and more as detailed below. Work performed during current ownership included a rebuild of the engine with replacement of the rod bearings and timing chains, resealing the transmission and differential, refinishing the wheels, and replacement of suspension, steering, and braking components along with the tires. This modified E39 is now offered with service records, a build sheet, a clean Carfax report, and a clean Florida title in the seller’s name. The bodywork is finished in Black Sapphire Metallic (475) and accented by Shadowline trim, and equipment includes an M Sport front bumper cover, a modified rear bumper cover with a diffuser and quad exhaust outlets, and M5-sourced mirrors, grilles, fender liners. European-specification HID headlights with Morimoto EvoX-R 2.0 projector lenses were also fitted, and additional equipment includes roof rails, a moonroof, rain-sensing wipers, fog lights, and a rear wiper. Refinished 18″ Style 65 wheels are mounted with 15mm front wheel spacers, and BFGoodrich g-Force Sport COMP-2 tires measuring 245/40 up front and 275/35 out back were fitted during current ownership. Suspension and brake refurbishment and modifications included the following components: M5-sourced calipers Centric rotors and ceramic pads Brake pad sensors ECS Tuning stainless-steel brake lines Koni Sport adjustable shocks Dinan front and Arnott rear springs M5-sourced front sway bar Eibach rear sway bar with BeastPower brackets M5-sourced steering box Replacement sway bar links Replacement upper and lower front control arms Replacement tie rods, strut mounts, and strut bearings Replacement subframe bushings The interior features power-adjustable front sport seats upholstered in black leather, while Technical Graphite trim accents the center console, dashboard, and door panels. Amenities include dual-zone automatic climate control, cruise control, a power-adjustable steering column, and a BMW Business stereo. An M5-specification rear-view mirror was repaired and installed along with a ZHP-specification shift knob, and the leather upholstery was reconditioned and the driver’s seat cushion was replaced along with the window regulators. The seat heater buttons are not connected though the Sport button is functional, and the seller notes that the headliner is sagging and a portion of the rear hatch trim is missing. The leather-wrapped M5-sourced steering wheel frames a cluster also sourced from the donor M5, which was repaired and recoded to the car by Paul Martin of Fixels. Instruments include a 185-mph speedometer, an 8k-rpm tachometer, and gauges for oil temperature, coolant temperature, and fuel level. The digital odometer indicates just under 117k miles, approximately 2k of which were added by the seller. The seller states that the 4.9-liter S62 V8 was sourced from a 2001 E39 M5, and prior to installation it was rebuilt with the following replacement components: Rod bearings Timing chains and tensioners Crankcase gasket set Valve cover and timing cover gaskets Beisan seals for VANOS system Water pump and coolant hoses Camshaft position and throttle position sensors Fuel pump Accessory belts Oil separator hoses Spark plugs Oxygen sensors Vacuum lines Power is sent to the rear wheels through a six-speed manual transmission, driveshaft, and a limited-slip differential also sourced from the donor M5. The exhaust system features M5 resonators and custom piping leading to unmuffled quad outlets. According to the seller, the transmission and differential were serviced and resealed prior to installation, and an LUK flywheel & clutch kit were installed along with an E60-specification short-shift kit. Several photos from various stages of the swap are provided in the gallery below, as is a build sheet detailing aftermarket parts and items used from the donor M5. The Carfax report shows no accidents or other damage and lists registration history in California and Florida. Filed under: 5 series, 5-series, e39