WSUS windows 2012..failed to down load update

My wsus fails to download the updates.
Setup:
windows 2012 standard
SQL 2008R2 fully patched.
running on Vmware 5.1
Log:
log entry 1:
The WSUS content directory is not accessible.
System.UnauthorizedAccessException: Access to the path 'E:\WSUS\WsusContent\anonymousCheckFile.txt' is denied.
   at System.IO.__Error.WinIOError(Int32 errorCode, String maybeFullPath)
   at System.IO.FileStream.Init(String path, FileMode mode, FileAccess access, Int32 rights, Boolean useRights, FileShare share, Int32 bufferSize, FileOptions options, SECURITY_ATTRIBUTES secAttrs, String msgPath, Boolean bFromProxy, Boolean useLongPath,
Boolean checkHost)
   at System.IO.FileStream..ctor(String path, FileMode mode, FileAccess access, FileShare share, Int32 bufferSize, FileOptions options, String msgPath, Boolean bFromProxy)
   at System.IO.FileStream..ctor(String path, FileMode mode, FileAccess access, FileShare share)
   at System.IO.FileInfo.Open(FileMode mode, FileAccess access, FileShare share)
   at Microsoft.UpdateServices.Internal.HealthMonitoring.HmtWebServices.CheckContentDirWebAccess(EventLoggingType type, HealthEventLogger logger)
log Entry 2:
The server is failing to download some updates.
Log Entry 3:
Log Entry 4:
Content file download failed. Reason: Error calling [kernel32.dll]:CreateDirectory(E:\WSUS\WsusContent\D5) Source File:  Destination File: .
The permissions on directory E:\WSUS\WsusContent are incorrect.
I know it has to be permission issues but for the life of me cannot figure it out. I have tipple checked the permission but they seem to be in order. I have performed clean install several time and same result. I have compared it with my working
2008 R2 server and everything seems in order. 

Exactly by following the Microsoft "migration" guide
Argghh.. I wish they'd shoot and kill that thing. The 'guide' is part of why migration has been such a pain.
Whats your point?
My original point was going to drive toward the state of KB2734608 on the original server, but now we have so many more opportunities for complications to have occurred. :-)
"Values does not fall within the expected range" is a new message that we've not seen prior to very recent times. Since the only thing new/changed in WSUS relates to SHA256 hashes, it occurs to me that 'migrating' a WSUS v3 server that does not have KB2734608
installed onto a WSUS v6 server on Win2012 may be inherently problematic.
The procedure you used was derived from an older procedure for migrating to Windows Server 2008 R2, and was originally created (for Win2012) in Feb 2012, updated in April 2012, but does not take into consideration the subsequently discovered impact of the
use of SHA256 hashes in Win8/Win2012.
WSUS has built in replication -- I've never understood why the Windows Server team found it necessary to build such a complicated procedure when the native replication does almost all of the work in one step.
Consider this alternate migration procedure:
Install KB2734608 on original WSUS v3 server. (This is necessary to create the SHA256 hashes for all of the updates in the database.)
Install fresh WSUS v6 on Windows Server 2012 and configure as replica of WSUS v3 server.
Replicate. (This will bring across updates, computer groups and approvals.)
After replication (and file transfers) are complete, configure the new servers as an upstream server and synchronize with Microsoft.
Point the clients to the new server. (If you are using client-side targeting, the clients will automatically populate into their assigned groups.)
Also, to the procedure used... if you copy the 'WSUSContent' folder from the old server to the new server, it results in the ACLs of the new server being overwritten, taking away necessary access rights for the new server to work correctly.
Lawrence Garvin, M.S., MCITP:EA, MCDBA, MCSA
SolarWinds Head Geek
Microsoft MVP - Software Distribution (2005-2012)
My MVP Profile: http://mvp.support.microsoft.com/profile/Lawrence.Garvin

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    (Please take a moment to "Vote as Helpful" and/or "Mark as Answer", where applicable.
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