Impressions on the Levinson 39 CD Processor

Would like to hear anyone's thoughts on the Levinson 39. Is it warm and analog sounding or bright and digital sounding? I'm would be using it with Threshold S450E amp, Pass Labs X1 and B&W 801 Series 3.
Any comments would be appreciated.
I owned a 39 and 390S. Neither are bright or "digital". I thought the 390S was the better player. Both are "nice" and not offensive. I think there are better out there, though.
Thanks for the response. Now a question I am pondering is, would I be better off buying a Levinson 39 that's about 7 years old and going for something like a Cary 303/300 that has multiple output stages, Tubed and SS.
I'd like to hear from anyone who has experience with the Cary 330/300.

Thx Dale