I think Rooney is one of the most overrated players in the world. The range of his form is massive. He can play absolutely appalling for 10+ games, like a fucking pub team player, and then hit form, score goals and tear teams apart. He's at the point now where he's not going to improve, and with Kagawa and others to fit in around Rooney's territory, I honestly don't think he would be such a big loss. His commitment with his fitness is only going to be accentuated as he gets older. If someone is stupid enough to offer £40m then we should take it. What would happen to that hypothetical £40m is another question entirely.
Most importantly, he can still score goals even when he's playing like shit. He doesn't panic in front of goal, and even on his worst days if you give him the ball a couple times he'll find the back of the net. This is something that United never fails to do. They're always able to create chances against any team, even if it's just by pummeling them from the wings until one ball gets through.
He can be appallingly bad, yes, but a player who gets you points by getting you winning goals as often as Rooney does has to be highly valued.