When it comes to making high-performance versions of its station wagons available to enthusiasts, BMW has been inconsistent at best. Unlike Audi, which nearly always offers pumped-up versions of its wagons even to U.S. customers, BMW has offered M-series wagons only intermittently and has never sold them in North America. The company has never made an M3 wagon, and the first M5 Touring didn’t appear in Europe until 1992, when the E34 M5 sedan had already been in production for nearly four years.
And although BMW currently offers an E60 M5 wagon, at least in Europe, it didn’t even bother to create a Touring version of the third-generation E39 M5. That left wagon enthusiasts to build their own, perhaps on the basis of the 540iT. With a 290-hp M62 V8 under its hood, the 540iT offers a good starting point for the creation of an M5-alike.
That’s exactly what Jack Soliman and James Laitipaya used to create a pair of E39 wagons with M5-level performance. As much at home on a winding back road as on a run to the grocery store, these vehicles blend speed and functionality like only wagons can.

Soliman’s silver streak
“I’ve always loved wagons, from the 1991 Toyota Corolla I had to the Mercedes AMG 300TE 6.0 that I could only dream about,” says Soliman, a personal financial advisor in Los Angeles. “The E39 wagon has everything for me. It’s practical, elegant and quite powerful even with the stock 4.4-liter engine.”
In late 2005, Soliman began searching for a 540iT of his own, in particular an example from 2003, the final year of E39 production.
“In the final year of production, Sport Package included such goodies as the M-Technic aero kit, 17-inch M alloy wheels and and some special interior additions,” says Soliman, who estimates that fewer than 100 such wagons were made, though the actual figure is almost certainly several times greater.
His nationwide search turned up a few, but all were high-mileage examples on the East Coast. Ironically, the right car eventually turned up only 40 miles away from his home.
“It was January 2006, on an early Sunday afternoon. I had updated my internet searches, and this time a loaded Titanium Silver on Gray leather 2003 540iT with only 26,000 miles showed up,” Soliman says. “I frantically called the owner, and after five calls spoke with him and headed straight down.”
Upon driving his E46 M3 to the seller’s garage, he found an immaculate 2003 540iT Sport parked next to an equally immaculate Porsche 911 Turbo. Soliman knew he’d found his car, and he was soon finalizing the deal with a handshake.
Although he’d gotten a stock, low-mileage example, Soliman planned to start modifying the car as soon as he’d taken ownership.
“What I really wanted was an M5 wagon,” admits Soliman. “The closest thing was to supercharge my Touring and tastefully do everything possible to complete that package inside and out.”
Soliman put his 540i in the capable hands of technician Hermond Manoocheri at Bullet Motorsports Speedlab (BMS) in Santa Ana, California for an extensive Dinan conversion.
“Since this is my daily driver, I wanted something reliable and street legal,” says Soliman. “Dinan was the only tuner that could meet both requirements.”
Manoocheri installed a Stage III Dinan supercharger kit, which relies on a Vortech centrifugal supercharger, plus a Dinan exhaust that terminates in a single oval tip. Together, the mods allow the 540i to deliver 327 horsepower to the rear wheels.
To put that power to the road as effectively as possible, Soliman also had Manoocheri install a Dinan 3.45:1 limited slip differential in place of the stock 3.15:1 unit.
Dinan also contributed an S3 suspension upgrade to improve the car’s handling. Up front, the S3 kit adds Koni adjustable shocks paired with stiffer Dinan lowering springs and a 17mm anti-roll bar. Dinan camber plates relocate the tops of the shocks inward to increase negative camber and grip while reducing understeer during aggressive cornering; a Dinan upper strut brace increases torsional rigidity. At the rear, the car is equipped with adjustable Koni shocks, Dinan lowering springs and a 27mm adjustable anti-roll bar.
The Koni shocks that replace the stock self-adjusting rear suspension were originally available only in Europe, where they were sourced by Bullet’s Chris Welch.
Astute E39 enthusiasts will note that Dinan’s web site doesn’t list this setup. The company prefers to retain the OEM system whenever possible, not only for its superior ride quality but also to retain the ability to electronically adjust ride height using the factory diagnostic computer.
As he had on the rest of the car, Soliman splurged when it was time to upgrade the brakes on his increasingly rapid wagon. He gave the car a StopTech big brake kit that utilizes 14-inch slotted rotors at the front clamped by four-piston calipers and 13.6-inch slotted rotors at the rear clamped by two-piston calipers.
Outboard of the brakes, the 540iT wears a set of AC Schnitzer Type II alloys that measure 8.5 x 19 inches up front and 9.5 x 19 inches at the rear, shod with Michelin Pilot Sports in 245/35ZR-19 front and 275/30ZR-19 rear sizes. “They aren’t the lightest or the newest,” admits Soliman, “but I’ve always loved how those wheels looked, long before I could afford a BMW to put them on.”