I would say yes if I am C's:
Young talented C, and dynamic SG. Not to mention 3 & D SF? That's every piece we need to contend this year and in future, Sure no Dwight, but with Rondo, Mayo, Green & Gasol we'd bein the playoffs for years to come. Get lucky with a 1st rounder and you've got challenger....
However, if I am the Grizzles I would never do this lopsided deal. #1 they have a young talented team and they are going to deal away their Center for a guy with no knees? #2 Ray may help them in the playoffs but not for this price.. Not for one year. That just isn't good business for Memphis. Getting older and more injury prone by dealing one of the better up & coming centers is unwise.
Mayo may be on the block but you'll need an offer that provides value for money. S&T Glen Davis for Mayo would be more likely at this point...