Ok - with the budget you have - I have to recommend AGAINST that chip.
Depending on the application - its bested by the I5-2500k and is clobbered by the I7-2500k most of the time.
Even if you throw something at it that can use all 8 cores - its behind the I7. *For the record - I generally prefer AMD chips based on pricepoint*
I'd recommend this CPU:
http://www.newegg.com/Product/Produc...82E16819116503
This MB:
http://www.newegg.com/Product/Produc...82E16813130573
Windows 7 x64 Ultimate
http://www.newegg.com/Product/Produc...82E16832116997
*personally - I'd go pro but I kept ultimate because its what you currently have in 32-bit.
Video:
http://www.newegg.com/Product/Produc...82E16814130738
This card - at its price - is a monster. What's more - with the setup above you can get two and SLI them if you feel the need - all while staying within the budget (based on rebate).
Alternatively - get one video card now - and spend 100 -150 on an SSD drive to put your OS on. That will leave you under budget with some cash to spare. You won't need to SLI for a good while, so its something you can keep as a "built in upgrade" ability for later as you desire.