just to throw some more mud in the water. I decided to purchase a slightly used Ref 3 over a Ref 5 after a head to head comparison in my home system (Ref 210s, Vandersteen 5As, Ref Phono, Oracle turntable, etc.). I was previously using a Ref 2 Mk 1 so the step to a Ref 3 was quite revolutionary (with my latest system). note: the Ref 2 MkI mated really well with my older VT-100 MkII of the same era and has convinced my that importance of system synergy in that context... Perhaps that initial impression was enough to convince me that the Ref 3 was good enough. I did hear a "smoother" top end with the Ref 5 on some recordings, but by and large the differences were not significant enough for me to purchase the Ref 5 at this time. I do want to audition the Ref Phono2 at some time, which many have told me provides a more significant performance jump over the Ref Phono (as compared to a Ref 5 / Ref 3). In the end, it comes down to personal preference as many have said and what value one places on what one hears in their particular system.