Robert, my local audio store and a few folks on the internet (avsforum) are the ones I took advice from and think the BDP-09FD (analog out) + Classe SSP600 has very good sound as the 09FD is an audiophile grade player and the Classe is still fantastic sounding even though its the older generation classe.
The next gen (or current generation) Classe, the SSP800 is ~$8k, the top end Marantz and Denon HT procs (seperates) are $7k and there isn't many offering inbetween that I've looked at which would give better sound and cost less than 7k-8k.
I asked about the Integra (Onkyo) 9.9 and 9.8 used in conjunction with the 09FD via HDMI and the sound quality with that configuration and it still would not be an upgrade.
They didn't mention what grade of analog audio the BD80 had (I didn't ask about that one).
Thats right, there is no real need to get a proc with the latest codecs if you have a Blue-Ray player with good analog outs.
The Classe SSP600/SSP300 processor is nice, but it lacks bells and whistles (and lots of them). Perhaps thats why it sounds so good.