Most likely, you installed the new MySql besides the old one. And because of some conflicts or config mistakes, your old one is still running and/or the new one can't start.
Rather, dump your databases in your old MySql to a file, then remove (uninstall) the 3.23 MySql and re-install the 5.1 MySql.
Next, you'll want to import the dumped databases, after you get the new MySql up and running, that is.
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