Finally got my setup worked out and wanted to share and help others out.
This is an ESXi server that I use in my test lab running all sorts of security appliances like: firewalls, web filters, antispam gateways, DLP, endpoint protection, etc. etc.
It's hard to find used socket 2011 motherboards these days so I went with ebay and a brand new Gigabyte GA-7PESH2 for less than $250.
It seemed like a screaming deal to me considering it has an LSI SAS 2008 on board, 2 x 10GB NIC's as well as a dedicated IPMI port.
HSF mounting is square ILM so that makes things a little easier when trying to cool both CPU's in a smaller case.
I went with the Noctua's instead of the SuperMicro HSF, and I don't have them to compare, but these are whisper quiet and clear the ram easily.
Pretty funny that the HSF's cost almost as much as the CPU's. Crazy times!!
I was looking at a Nzxt S340 case to try and squeeze them into a really tiny enclosure but I went a little bigger as I may end up going with watercooling at some point and there is plenty of room in the top and front of the case to make that happen
It's still a really tight squeeze but all I really needed to do was cut about .75 of an inch off the back corner of the drive cage.
I am going to add a few standoff's as well, but I think about 6 or so lined up without any issues
I still need to get a SAS breakout cable and get the onboard LSI controller working
CPU: 2 x E5-2670
HSF: 2 x Noctua NH-U12DXi4
Case: Thermaltake Suppressor F31
Motherboard: Gigabyte GA-7PESH2
Memory: 16 x Nanya DDR3-1333MHz ECC REG NT8C72C4NG0NL-CG
PSU: Corsair HX850
Storage: 3 x Intel SSD320 - 600GB drives