Among BMW enthusiasts, the E39-generation M5 is widely considered to be the best M5. It has the classic BMW M car recipe: the brand’s old-school good looks with a naturally-aspirated engine, a proper M-tuned chassis and a six manual gearbox. While it’s not as powerful as the cars that succeeded it, nor anywhere near as quick, the E39 BMW M5 beats each and every generation of M5 into submission, when it comes to driver engagement and thrill. In this new video from The Smoking Tire, we get to see exactly why that is.

The best part of this video is the fact that Matt Farah says virtually nothing. Not a word outside of the introduction. It’s part of his “Just the Noise” videos, where he just flogs the car on canyon roads to show you what it can really do and to let you hear the exhaust and engine.

This specific E39 BMW M5 is in near-perfect condition and almost completely stock, with the exception of a Dinan intake and exhaust, some new shocks and a short-throw shift kit. So the performance isn’t drastically improved only made a bit livelier. You could say those modes woke it up more than really improved it.

In the video, we get to hear that wonderful 4.9 liter naturally-aspirated V8 in all of its glory. It only makes a bit over 400 hp, which doesn’t even get you in the performance door anymore, but it’s the noise and the experience of it that makes may modern engines feel blah by comparison. It sounds incredible and it still looks pretty damn quick for an old car. It’s clearly fast enough to have fun, so its character is far worth the slight performance trade-off, versus more modern M5s.

It also looks quite spry for an old guy. The E39 BMW M5 is known for being the most enjoyable M5 to actually drive, thanks to sublime chassis balance and that perfect old-school combination of comfort and composure. It seems that the actual car lives up to the legend because it looks like a blast to actually drive. Check this video out and remember why we all revere the E39 M5.