how is this motherboard?

Personally, I had bad experience with MSI boards. Why not look at Gigabyte as an alternative? You might want to get the P35 chipset as its a really solid chipset.

As a general rule, I avoid MSI like the plague.
Unfortunately for you, there are very few choices with your supplier.

If you can afford a little more, an ASUS P5K SE/R or Gigabyte EP-45-DS3 would give you a much higher quality part.

If they cost to much, look into the ASUS P5KPL-C.
It still supports all current hardware including Intel's latest CPU's.
The only disadvantage it has is it's maximum of 4Gb support of RAM.

The E7300 is not overkill at all but you could save a $55 with an E5200.
It will give you nearly the same performance as the E7300 and you could put the saved cash into upgrading another component.

The main advantage the P5Q SE/R has over the P43 Neo-F is that it is designed and manufactured by ASUS, not MSI.
Where as ASUS and Gigabyte are known for high quality products and great support, MSI is known for selling low poorly designed, low quality parts. My policy is to avoid MSI and their issues at all costs.

The performance differences between a stock E5200 and E7300 will be minimal.
They are both based off the same architecture, the only difference being the amount of L2 cache and clock speeds.
The loss of L2 cache will make next to no difference in day to day use.
The biggest loss would be the 160Mhz drop going from the E7300 (2.66Ghz) to the E5200 (2.5Ghz).
Even then, a 2.5Ghz Core 2 based CPU has more than enough power to run any current software/game.
In my eyes, the E5200 is the more cost effective choice.

Perfect answer outlw! Thanks! Ill switch down to the E5200 which should allow me to stay within my budget if i get the Asus motherboard.

Asus makes great boards but the technical support sucks big time. I only use Gigabyte and Asus for motherboards now that Abit is sort of gone. I just built a system with Asus board, monitor and sound card for a customer. That system is using Vista 64 and everything works fine except for the webcam mounted on the monitor. It works great as long as you do not upgrade Vista 64 with SP-1, if you do the software for the camera gives you a message that it only works on Asus laptops. I sent a request to Asus technical support about the problem. First reply came within the 48 hours as the site said. But the reply suggested downloading the latest version of the software for the camera from the download page on the Asus site. Resonable request so I did and installed it to find out its the exact same version that came with the monitor. I replied that was the case and again asked if the software would be updated to work with SP-1 and I'm still waiting on a reply and were going on 2 weeks now. Ran into some more problems updating the sound card to the latest drivers as well and never got a reply on that one, but did find the answer on the Asus forums for the problem. Luckly I have never had a problem with one of their motherboards.