need opinion & suggestions please

Unless your running Crossfire (dual ATI cards), that motherboard is uneeded overkill. Save yourself some money. Both of these boards down below are the new P45 chipset just like that Asus board you posted, but cheaper in price. Any of the P45 boards will work fine with that cpu you chose. btw, that 1200 memory is a bit deceiving. Those boards support standard DDR 800 PC 6400 memory. It's cheaper, runs great, and overclocks better. Go with the DDR 800 PC 6400.

http://www.newegg.com/Product/Product.aspx?Item=N82E168... $99.99
MSI P45 Neo-F LGA 775 Intel P45 ATX Intel Motherboard - Retail

http://www.newegg.com/Product/Product.aspx?Item=N82E168... $119.99
MSI P45 Neo3-FR LGA 775 Intel P45 ATX Intel Motherboard - Retail

http://www.newegg.com/Product/Product.aspx?Item=N82E168... $79.99
G.SKILL 4GB (2 x 2GB) 240-Pin DDR2 SDRAM DDR2 800 (PC2 6400) Dual Channel Kit Desktop Memory - Retail

http://www.newegg.com/Product/Product.aspx?Item=N82E168... $109.99 ($89.99 after $20.00 Mail-In Rebate)
MSI N9600GSO-T2D384 OC GeForce 9600 GSO 384MB 192-bit GDDR3 PCI Express 2.0 x16 HDCP Ready SLI Supported Video Card - Retail

Also a cpu really worth looking into is this one below. It's the "little brother" to the E8400, and just by moving up your FSB (Front Side Bus) to 9.5 x 333 you can have it running at 3.16GHz. That means for $60 less you have the that cpu running at the same specs that the more expensive E8400.

http://www.newegg.com/Product/Product.aspx?Item=N82E168... $129.99
Intel Core 2 Duo E7200 Wolfdale 2.53GHz 3MB L2 Cache LGA 775 65W Dual-Core Processor - Retail

http://www.newegg.com/Product/Product.aspx?Item=N82E168... $6.99
ARCTIC COOLING MX-2 Thermal Compound - Retail

Thanks so much for clarifying the memory situation & I'll check into your recommendations.

Good ideas and advice by why_me , if you're not going to overclock, then stick with the E8400

Why_Me :

MSI Neo3_FT is superior to Neo-F is about every way. For $20 I would start only going with Neo3 unless budget is a total concern. The northbridge cooler is much better and the Neo3 has RAID.

+1 for Why_Me's post.

You don't need DDR2-1200 don't waste the extra money.