Hm, I am not sure you know what you are doing. You cannot simply replace your old Phenom processor with a modern CPU, especially not a Core i5 from Intel (which I would also recommend). The modern CPUs just won't fit into your socket.
You could replace your old CPU with a similarly old CPU that represents the very best of what was available back then, but I do not believe you would be satisfied by the minuscule performance difference. Instead, what you need to do is replace the whole mainboard. This means dismantling pretty much your whole computer, unplugging PSU and all cables, removing all cards (graphics card and whatever else you may have), then removing the screws of the old mainboard, replacing it with a new mainboard suited for a modern processor, gently tighten all screws and then putting everything back together. If you do not even know how a CPU is socketed, are you sure that you are up to the task?
Besides, there are different types of RAM. For your old Phenom processor, you would probably have to buy outdated DDR 2-RAM, which would be pretty silly. A new mainboard needs DDR3-RAM, so that is what you want to buy along with the new mainboard and CPU.
And finally, make sure you have an operating system that can deal with so much RAM. I know you have x64, but Windows 7 Home Edition x64 only supports up to 16 GB due to a wanton restriction Microsoft enforces. You will need Windows 7 x64 Professional or Ultimate, or any x64 version of Windows 8 to use so much RAM.
Not that 32 GB would make much sense, but I understand that you do not want to hear that. But If you go for 32 GB, just make sure your other hardware is halfway up to it. With a $900 budget there is a lot you can do to your system performance-wise. Wasting it all on an excessive amount of RAM and keeping the ancient hardware around said RAM is very unbalanced and will most likely not satisfy you in terms of overall system performance. (Not that 32GB would cost $900.)
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