THE GOLDMAN SACHS GROUP, INC. 85 Broad Street New York, New York 10004 GOLDMAN, SACHS & CO. 85 Broad Street New York, New York 10004

Exhibit 5

THE XXXXXXX XXXXX GROUP, INC.
00 Xxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000 XXXXXXX, XXXXX & CO.
00 Xxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000

June 18, 2004

Xxxxxx X. Xxxxxxxxxx
Xxxxx Xxxxxx
Xxxxxxxx Xxxxxx
c/o WH Advisors, L.L.C. 0000
00 Xxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000

re:  Colony Resorts LVH Acquisition, LLC (the "Las Vegas Hilton")

Gentlemen:

This letter will set forth the agreement between The Xxxxxxx Xxxxx Group, Inc. (“GS Group”) and Xxxxxxx, Xxxxx & Co. (“GS&Co.” and, together with GS Group, “Goldman”) and Xxxxxx X. Xxxxxxxxxx, Xxxxx Xxxxxx and Xxxxxxxx Xxxxxx (collectively, the “Independent Managers”).

The Independent Managers are managers of (i) WH Advisors, L.L.C. 2001 (the “Street General Partner”), the general partner of Whitehall Street Global Real Estate Limited Partnership 2001 (the “Street Fund”) and (ii) WH Parallel Advisors, L.L.C. 2001 (the “Parallel General Partner”), the general partner of Whitehall Parallel Global Real Estate Limited Partnership 2001 (the “Parallel Fund”). Goldman understands that the Street Fund, the Parallel Fund and Whitehall Street Global Employee Fund 2001, L.P. (the “Employee Fund” and, together with the Street Fund and the Parallel Fund, the “Funds”) have made an equity investment in the Las Vegas Hilton, and that, in furtherance of their responsibilities and duties as managers of the Street General Partner and the Parallel General Partner, the Independent Managers desire to acquire voting shares of the Las Vegas Hilton (the “Voting Shares”). Goldman further understands that the Independent Managers are making application to the Nevada Gaming Commission and other relevant regulatory authorities for approval to participate in the management of the gaming operations of the Las Vegas Hilton (the “Gaming Operations”) in connection with the acquisition of the Voting Shares.

Goldman agrees that it will not take any action to influence the Independent Managers in the exercise of their management or voting rights in respect of the Gaming Operations, and Goldman hereby authorizes the Independent Managers to exercise such rights independently of, and without consultation with, Goldman. Furthermore, GS&Co. agrees

that it will not take such action in respect of the Gaming Operations in its role as investment adviser to the Funds or in its role as manager of Whitehall Street Employee Funds 2001 GP, L.L.C., the general partner of the Employee Fund.

If you are in agreement with the foregoing, please so indicate by signing and returning one copy of this letter, whereupon this letter will constitute our agreement with respect to the subject matter hereof.

	Sincerely, THE XXXXXXX XXXXX GROUP, INC.
	By:	/s/ Xxxxx Xxxxxx
		Name: Title:	Xxxxx Xxxxxx Chief Financial Officer

	Sincerely, XXXXXXX, XXXXX & CO., INC.
	By:	/s/ Xxxxx Xxxxxx
		Name: Title:	Xxxxx Xxxxxx Managing Director

AGREED AND ACCEPTED:

/s/ Xxxxxx X. Xxxxxxxxxx
Xxxxxx X. Xxxxxxxxxx


/s/ Xxxxx Xxxxxx           
Xxxxx Xxxxxx


/s/ Xxxxxxxx Xxxxxx        
Xxxxxxxx Xxxxxx