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) and related Prospectuses of GHL Acquisition
Corp. for the registration of its common stock and warrants and to the
incorporation by reference therein of our report dated February 24, 2009, with
respect to the financial statements of GHL Acquisition Corp. included in GHL
Acquisition Corp.’s 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
September
28, 2009