The title says it all. I have two 2.4GHz Xeon socket 604 CPU's (with HyperThreading) and I found a motherboard with two of the same sockets, only it's for 64-bit CPU's. Will it work? If yes, are there reasons I shouldn't?

Oh, and it says it is for Xeons from 2.80GHz to 3.80GHz. Does it matter?

I also have two 1GB sticks of Registered DDR 266 SDRAM, and the motherboard specs say
Up to 16GB of Registered DDR 333, and up to 32GB Registered DDR 266 SDRAM
Will it work? I think it will, but my board is 32-bit and this one is 64.

Thanks.

Edit: the motherboard is a SUPERMICRO X6DHE-G