Need advice for a $200 upgrade :)

I'm looking at spending $200 on an upgrade since my x2 3800+ manchester isn't cutting it anymore for gaming. The board I have (gigabyte ga-k8n pro sli) won't overclock past 210fsb (a common issue) and I can't imagine it would be worth buying a new 939 board just to overclock an old processor. I have a 8800gts512, a couple raptors, a decent case, and a 600W thermaltake psu so I shouldn't need those parts. I don't have an AM2 board so I'm looking at buying a cpu, a board, and 4gb of DDR2 for around the $200 mark. I plan on getting some cheap parts, a good hsf, and overclocking it as much as possible.

CPU:I've been looking at the e5200 since the e2180 isn't much cheaper, the e2140-60 aren't available anymore, and the e7200 is a bit out of my price range. I hear they overclock very well (from 2.5ghz to 3.5-4ghz) on air with relative ease. I should be able to get it for $84 shipped: at Newegg. My questions: Would I be better off with a 5400+ black edition with an unlocked multiplier for only $77 shipped: also at Newegg? Would I be better off with any other processor that I haven't listed yet? I've seen a lot of people going both ways between the e5200 and the 5400b on various forums so not really sure what to get here. The consensus seems to be with the e5200 so I'll assume that I'm getting that for the time being. However, if some other processor is a better buy, I'm open to change that selection.

CPU Cooling: I'm not really sure here. Everyone seems to have their pet cooling system and say it's the best. Mainly, I'm looking for the best bang for the buck so I need to stick to a hsf solution. Any suggestions? Either way, I'll be getting this later since I won't likely have the extra $40-50ish to spend right away. I'll run it on the stock hsf for a few weeks then get a good cooling solution.

Chipset: From what I can tell, the p35 is a great chipset for overclocking these chips. I've seen all sorts of people posting ridiculous overclocks on this chipset and many claims that the p35 is often even better than the x38. The p45 may be a bit better but is also something along the lines of $20 more expensive. With such a limited budget, it doesn't seem worth the cost to get the slightly upgraded chipset. If I'm wrong on that, please correct me.

Motherboard: For the board itself, I was looking at the Biostar TForce TP35D2-A7 (at Newegg). If the open box deal sticks around 'til the end of the week when I should have the money to do this, I should be able to get it for a mere $61 (including shipping to 74011). I've seen some great overclocks with this board here with various pentium dual core, core 2 duo, and xeon cpus. It appears to be the cheapest board out there with decent overclocking options.

Memory: This one should be easy, I'm looking at a G.Skill 4gb DDR2 800 kit (2x2gb) for $52 shipped (again, at Newegg). This should work well no matter what my other selections are.

This setup should cost around $200 plus whatever the cost of the hsf is. Pretty much all of this is flexible except the price. I'm looking for the best gaming performance out of the cpu, motherboard, ram for $200. If there's any way to get more bang for the few bucks I have, please tell me. Thanks in advance.

Unfortunately, waiting won't really help for various reasons. This is the only money I have open in my budget for quite a while.

I've done open box boards from Newegg for a long time. I have *plenty* of the extra crap that comes in motherboard boxes and seriously don't want any more. It's sort of annoying that I don't get an i/o plate but I keep the side of my case off anyway so it doesn't really matter. Their lowest price shipping now is the "guaranteed 3 day" so I don't worry too much about not getting it in time to find out if it's broken and get a refund...though I haven't had to do it yet. I'm personally more willing to deal with getting a refund on the board and getting another one than to pay an extra $30 and lose out on 2gb of ram.

I was sort of worried about the Biostar motherboard though. I got a bad biostar years and years ago and never got one again. I figured they'd fixed the problems though since so many people are using the board without issue now. If they are still having problems, I could easily toss the Biostar out of the build and get an open box Asus P5K SE EPU for $4 more on Newegg.

Also, I just went and checked out the p31 a little bit. Looks like the difference between it and the p35 isn't much. There are plenty of people getting good fsb overclocks and plenty of good reviews for the gigabyte GA-P31-DS3L but I can't find any for sale at a decent price. What I did find was a gigabyte GA-P31-ES3G. The difference between the two appears only to be that the ES3G only has support for 2 DIMMs (I was only going to use 2 anyway). To get one in a retail box, I'd only pay $13 more on Newegg than the open box biostar p35. Anyone have any thoughts on this chipset/board compared to the Asus P5K SE EPU or the Biostar with p35s?

Nice site. Thanks.