I've owned an M2 and M5 for over 30 years. The M2 is better for fondling, but the M5 is a shooter! The M5's controls are designed better. You can adjust shutter speed easily without removing the camera from your eye (shutter speed is displayed in the viewfinder). The rewind crank is larger, simpler, and faster. The narrow angle meter pattern is more selective than later models. The analog meter display gives a more intuitive idea of under/over exposure than blinking LEDs. The slightly larger size provides for good handling without the need for silly add-on accessories.