My personal suggestion would be for a speaker system from Epos or Silverline Audio. A pair of Silverline Preludes up front ($1200), a pair of Minuets for surrounds ($600) and either a Minuet ($300) or Silverline's LCR center ($600). An Outlaw Audio LFM-1 EX subwoofer ($650) for a sub. An Epos system would include the M16i towers ($2000), ELS3 center ($350) and ELS8 monitor for surrounds ($500), running you about $500 more than the Silverlines. I would go for separates with the $3K you have left: Emotiva Audio has a $700 pre/pro with all the new audio formats, and a 5 channel amp, rated at 200 watts per channel, for $800 (!). The Silverline option would leave you some money for a BD player (the Oppo is a great idea, and is upgradable in the future), cabling and a decent power filter/surge suppressor (I like the PS Audio Quintet, usually priced at $350). IMHO, either system would be as good, although different, than the B&W/Rotel/Velodyne system you mentioned.