I have liked the G3, but I think the upgrades in the G5 are many and wonderful. Starting with the better grip, silent shutter option, additional manual control by the shutter release, better positioning of shutter release, slo-mo video option (I love that slow dreamy look in video!), enhanced sensor/IQ, auto eye-sensor, electronic levels, same battery as GH2, and on. I've preordered a silver one to replace my G3 (giving that to a friend to drag him into the m4/3 format!) and another silver one for my wife. I won't be giving up my E-M5, but I suspect I will like shooting with the G5 as much, if not more so, than my E-M5. I just like the way Pany does ergonomics. I think the G5 is an awesome looking camera, as well. I'm not too keen on the E-M5 styling, though the old OM fans seem to like the throwback design. I think the G5 design is much more ergonomic and is likely to feel great in the hand.