Exhibit
23.1
Consent
of Independent Registered Public Accounting Firm
We
consent to the reference to our firm under the caption “Experts” in the
Registration Statement (Form S-3 No. 333-159673) and related Prospectus of GHL
Acquisition Corp. (the “Company”) for the registration of $200,000,000 of its
common stock, preferred stock, and debt securities, and to the incorporation by
reference therein of our report dated February 24, 2009, with respect to the
financial statements of the Company included in its Annual Report (Form 10-K)
for the year ended December 31, 2008, filed with the Securities and Exchange
Commission.
/s/ Ernst
& Young LLP
New York,
New York
August
13, 2009