SC 13D/A

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

SCHEDULE 13D

(Amendment No. 5)

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO
RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO
RULE 13d-2(a)

Colony Resorts LVH Acquisitions, LLC

(Name of Issuer)

Class A Membership Units

(Title of Class of Securities)

Not Applicable

(CUSIP Number of Class of Securities)

Ben I. Adler, Esq.

Goldman, Sachs & Co.
85 Broad Street
New York, New York 10004
212-902-1000

(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)

January 19, 2010

(Date of Event Which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f)
or 240.13d-1(g), check the following box [_].

(continued on following pages)

SCHEDULE 13D
(Amendment No. 5)

CUSIP No. N/A

1 NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)

WH/LVH Managers Voteco LLC

2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)   [   ]
(b)   [X]

3 SEC USE ONLY
  

4 SOURCE OF FUNDS*

WC

5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [   ]

6 CITIZENSHIP OR PLACE OF ORGANIZATION

Delaware

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7	SOLE VOTING POWER 0
	8	SHARED VOTING POWER 0.6
	9	SOLE DISPOSITIVE POWER 0
	10	SHARED DISPOSITIVE POWER 0.6

11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON

0.6

12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [   ]

13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

40.0%

14 TYPE OF REPORTING PERSON*

OO

(Page 2 of 10 Pages)

SCHEDULE 13D
(Amendment No. 5)

CUSIP No. N/A

1 NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)

Steven Angel

2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)   [   ]
(b)   [X]

3 SEC USE ONLY
  

4 SOURCE OF FUNDS*

N/A

5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [   ]

6 CITIZENSHIP OR PLACE OF ORGANIZATION

United States

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7	SOLE VOTING POWER 0
	8	SHARED VOTING POWER 0.6
	9	SOLE DISPOSITIVE POWER 0
	10	SHARED DISPOSITIVE POWER 0.6

11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON

0.6

12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [   ]

13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

40.0%

14 TYPE OF REPORTING PERSON*

IN

(Page 3 of 10 Pages)

SCHEDULE 13D
(Amendment No. 5)

CUSIP No. N/A

1 NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)

Richard Hart Powers

2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)   [   ]
(b)   [X]

3 SEC USE ONLY
  

4 SOURCE OF FUNDS*

N/A

5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [   ]

6 CITIZENSHIP OR PLACE OF ORGANIZATION

United States

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7	SOLE VOTING POWER 0
	8	SHARED VOTING POWER 0
	9	SOLE DISPOSITIVE POWER 0
	10	SHARED DISPOSITIVE POWER 0

11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON

0

12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [   ]

13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

0%

14 TYPE OF REPORTING PERSON*

IN

(Page 4 of 10 Pages)

SCHEDULE 13D
(Amendment No. 5)

CUSIP No. N/A

1 NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)

Alan Steven Kava

2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)   [   ]
(b)   [X]

3 SEC USE ONLY
  

4 SOURCE OF FUNDS*

N/A 

5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [   ]

6 CITIZENSHIP OR PLACE OF ORGANIZATION

United States

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7	SOLE VOTING POWER 0
	8	SHARED VOTING POWER 0.6
	9	SOLE DISPOSITIVE POWER 0
	10	SHARED DISPOSITIVE POWER 0.6

11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON

0.6

12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [   ]

13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

40.0%

14 TYPE OF REPORTING PERSON*

IN

(Page 5 of 10 Pages)

SCHEDULE 13D
(Amendment No. 5)

CUSIP No. N/A

1 NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)

Peter Weidman

2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)   [   ]
(b)   [X]

3 SEC USE ONLY
  

4 SOURCE OF FUNDS*

N/A 

5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [   ]

6 CITIZENSHIP OR PLACE OF ORGANIZATION

United States

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7	SOLE VOTING POWER 0
	8	SHARED VOTING POWER 0.6
	9	SOLE DISPOSITIVE POWER 0
	10	SHARED DISPOSITIVE POWER 0.6

11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON

0.6

12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [   ]

13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

40.0%

14 TYPE OF REPORTING PERSON*

IN

(Page 6 of 10 Pages)

This Amendment No. 5 to statement on Schedule 13D (“Amendment No. 5”) is being filed jointly by WH/LVH Managers Voteco LLC (“Voteco”), Steven Angel (“Mr. Angel”), Richard Hart Powers (“Mr. Powers”), Alan Steven Kava (“Mr. Kava”) and Peter Weidman (“Mr. Weidman” and together with Voteco, Mr. Angel, Mr. Powers and Mr. Kava, the “Reporting Persons”), and amends the original statement on Schedule 13D by Voteco, Jonathan Langer (“Mr. Langer”), Brahm Cramer (“Mr. Cramer”) and Stuart M. Rothenberg (“Mr. Rothenberg”) filed on July 31, 2006 (the “Original Schedule 13D”), as amended by Amendment No. 1 to statement on Schedule 13D filed on March 11, 2009 (“Amendment No. 1”), Amendment No. 2 to statement on Schedule 13D filed on August 24, 2009 (“Amendment No. 2”), Amendment No. 3 to statement on Schedule 13D filed on September 15, 2009 (“Amendment No. 3”) and Amendment No. 4 to statement on Schedule 13D filed on January 5, 2010 (“Amendment No. 4”)(the Original Schedule 13D as amended by Amendment No. 1, Amendment No. 2, Amendment No. 3 and Amendment No. 4, the “Schedule 13D”).  This Amendment No. 5 relates to the class A voting membership units (“Class A Units”) of Colony Resorts LVH Acquisitions, LLC; a Nevada limited liability company (the “Company”).

Item 2. Identity and Background.

The second sentence of Item 2(a) of the Schedule 13D is hereby deleted and replaced with the following:

“Effective as of January 19, 2010, Mr. Powers resigned as a manager of Voteco and Mr. Weidman was appointed as a manager of Voteco and, as a result, as of January 19, 2010, Mr. Angel, Mr. Kava and Mr. Weidman are the managers of Voteco, Messrs. Cramer and Langer, are non-managing members of Voteco, and Messrs. Cramer, Langer and Angel collectively hold all of the membership interests in Voteco.”

Item 2(c) of the Schedule 13D is hereby amended and restated in its entirety as follows:

“(c)  The principal business of Voteco is its investment in the Class A Units.  Mr. Weidman’s principal occupation is managing director of Goldman, Sachs & Co. (“Goldman Sachs”).  Mr. Kava’s principal occupation is managing director of Goldman Sachs, co-head of Real Estate Principal Investment Area (“REPIA”) Americas for Goldman Sachs and member of the Investment Committee of Whitehall Street Global Real Estate Limited Partnership 2001 (the “Street Fund”), Whitehall Parallel Global Real Estate Limited Partnership 2001 (the “Parallel Fund”) and Whitehall Street Global Real Estate Employee Fund 2001, L.P. (the “Employee Fund” and, together with the Street Fund and the Parallel Fund, the “Whitehall Funds”), which are part of a family of opportunistic real estate funds sponsored and managed by Goldman Sachs.  Mr. Angel’s principal occupation is managing director of Goldman Sachs and the ongoing oversight of REPIA’s gaming portfolio.  Goldman Sachs, a New York limited partnership,  is a wholly-owned  subsidiary of The Goldman Sachs Group, Inc. (“GS Group”) and a member of the New York Stock Exchange and other national exchanges.  GS  Group  is a Delaware  corporation and a bank  holding company that (directly or indirectly through subsidiaries or affiliated companies or both) is a leading global investment banking,  securities and investment management firm.  The principal address of each Reporting Person is 85 Broad Street, New York, New York 10004.”

(Page 7 of 10 Pages)

Item 5. Interest in Securities of the Issuer.

Item 5(b) of the Schedule 13D is hereby deleted and replaced with the following:

“(b)  Effective as of January 19, 2010, Mr. Powers no longer has the power or authority to act on behalf of Voteco.  Except for Mr. Powers, each of the Reporting Persons has shared power to vote or direct the vote and, subject to the Transfer Restriction Agreement described below, shared power to dispose or direct the disposition of 0.6 Class A Units.  Each of Mr. Cramer and Mr. Langer retains his membership in Voteco and, subject to the Transfer Restriction Agreement described below, retains his power to dispose of his membership interests in Voteco.  Voteco’s power to dispose of such Class A Units is subject to the Transfer Restriction Agreement, pursuant to which Voteco may not transfer any Class A Units, except as provided in such Transfer Restriction Agreement.  See ‘Item 6. Contracts, Arrangements, Understandings of Relationships with Respect to Securities of the Issuer.’”

Item 7. Material to be Filed as Exhibits.

Exhibit	Name
17	Joint Filing Agreement, dated January 21, 2010.
18	Power of Attorney, dated January 21, 2010, relating to Peter Weidman.

(Page 8 of 10 Pages)

SIGNATURES

After reasonable inquiry and to the best of our knowledge and belief, the undersigned certify that the information set forth in this statement is true, complete and correct.

Dated: January 21, 2010

WH/LVH MANAGERS VOTECO LLC
/s/ Yvette Kosic
By:	Yvette Kosic
Title:	Attorney-in-fact
STEVEN ANGEL
/s/ Yvette Kosic
By:	Yvette Kosic
Title:	Attorney-in-fact
PETER WEIDMAN
/s/ Yvette Kosic
By:	Yvette Kosic
Title:	Attorney-in-fact
RICHARD HART POWERS
/s/ Yvette Kosic
By:	Yvette Kosic
Title:	Attorney-in-fact

(Page 9 of 10 Pages)

ALAN STEVEN KAVA
/s/ Yvette Kosic
By:	Yvette Kosic
Title:	Attorney-in-fact

(Page 10 of 10 Pages)

EX-99.17

EXHIBIT 17

Joint Filing Agreement

                In accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, each of the persons named below agrees to the joint filing on behalf of each of them of a Statement on Schedule 13D (including amendments thereto) with respect to Class A Membership Units of Colony Resorts LVH Acquisitions, LLC, a Nevada limited liability company, and further agrees that this Joint Filing Agreement be included as an exhibit to such filings, provided that, as contemplated by Section 13d-1(k)(1)(ii), no person shall be responsible for the completeness or accuracy of the information concerning the other persons making the filing, unless such person knows or has reason to believe that such information is inaccurate. The Joint Filing Agreement may be executed in any number of counterparts, all of which taken together shall constitute one and the same instrument.

Date:  January 21, 2010

WH/LVH MANAGERS VOTECO LLC
/s/ Yvette Kosic
By:	Yvette Kosic
Title:	Attorney-in-fact
STEVEN ANGEL
/s/ Yvette Kosic
By:	Yvette Kosic
Title:	Attorney-in-fact
PETER WEIDMAN
/s/ Yvette Kosic
By:	Yvette Kosic
Title:	Attorney-in-fact

RICHARD HART POWERS
/s/ Yvette Kosic
By:	Yvette Kosic
Title:	Attorney-in-fact
ALAN STEVEN KAVA
/s/ Yvette Kosic
By:	Yvette Kosic
Title:	Attorney-in-fact

EX-99.18

POWER OF ATTORNEY

The undersigned does hereby appoint Bruce A. Albert, Anthony DeRose, Yvette Kosic, Rachel Parrish and Kevin P. Treanor, (and any other employee of The Goldman Sachs Group, Inc. or one of its affiliates designated in writing by one of the attorneys-in-fact), his true and lawful attorneys, and each one of them his true and lawful attorney, with power to act without the other, and with full power of substitution and resubstitution, to execute for his and in his name any and all filings required to be made by him under the Securities Exchange Act of 1934 (as amended, the “Act”), with respect to securities which may be deemed to be beneficially owned by him under the Act, and any and all instruments necessary or incidental therewith, hereby granting unto said attorneys and each of them full power and authority to do and perform in the name and on behalf of the undersigned, and in any and all capacities, every act and thing whatsoever required or necessary to be done in and about the premises, as fully and to all intents and purposes as the undersigned might or could do in person, hereby ratifying and approving the act of said attorneys and each of them.

This Power of Attorney shall not be affected by the subsequent disability or incompetence of the principal. This Power of Attorney shall remain in full force and effect until either revoked in writing by the undersigned or until such time as the person or persons to whom power of attorney has been hereby granted cease(s) to be an employee of The Goldman Sachs Group, Inc. or one of its affiliates. This Power of Attorney does not revoke any existing Powers of Attorney executed by the undersigned.

This Power of Attorney recites the text provided in Section 5-1513 of the General Obligations Law of the State of New York in the form attached hereto as Annex 1 (the “Cautionary Language”). For the avoidance of doubt, the undersigned understands and agrees, and affirms that it is his intent, that if any provision contained in the Cautionary Language shall be inconsistent with any provision contained in this Limited Power of Attorney, the provision contained in this Limited Power of Attorney shall prevail to the fullest extent permitted by law. Nothing in this Limited Power of Attorney shall be construed as an admission or acknowledgment of the undersigned that this Limited Power of Attorney is subject to the requirements of Section 5-1501B of the General Obligations Law of the State of New York.

In witness thereof the undersigned hereunto signed his name this 19th day of January, 2010.

/s/ Peter A. Weidman                                                      

STATE OF: NEW YORK

COUNTY OF: NEW YORK

On the 19th day of January, 2010 before me personally came to me known and known to me to be the individual described in, and who executed the foregoing instrument, and such individual acknowledged to me that he executed the same.

/s/ Christina DeCicco                                                      

Notary Public

My term expires: August 25, 2012

Page 1

ACKNOWLEDGMENT OF APPOINTMENT OF ATTORNEYS-IN-FACT

Dated: January 21, 2010

/s/ Bruce A. Albert                                           

Bruce A. Albert, Attorney-in-fact

/s/ Anthony DeRose                                                      

Anthony DeRose, Attorney-in-fact

/s/ Yvette Kosic                                           

Yvette Kosic, Attorney-in-fact

/s/ Rachel Parrish                                           

Rachel Parrish, Attorney-in-fact

/s/ Kevin P. Treanor                                                      

Kevin P. Treanor, Attorney-in-fact

STATE OF: NEW JERSEY

COUNTY OF: HUDSON

On the 21st day of January, 2010 before me personally came to me known and known to me to be the individuals described in, and who executed the foregoing instrument, and such individuals acknowledged to me that they executed the same.

/s/ Josephine Ann LoGatto

            Notary Public

My term expires: April 15, 2010

Page 2

ANNEX 1

CAUTIONARY LANGUAGE

CAUTION TO THE PRINCIPAL:

Your Power of Attorney is an important document. As the “principal,” you give the person whom you choose (your “agent”) authority to spend your money and sell or dispose of your property during your lifetime without telling you. You do not lose your authority to act even though you have given your agent similar authority.

When your agent exercises this authority, he or she must act according to any instructions you have provided or, where there are no specific instructions, in your best interest. “Important Information for the Agent” at the end of this document describes your agent’s responsibilities.

Your agent can act on your behalf only after signing the Power of Attorney before a notary public.

You can request information from your agent at any time. If you are revoking a prior Power of Attorney by executing this Power of Attorney, you should provide written notice of the revocation to your prior agent(s) and to the financial institutions where your accounts are located.

You can revoke or terminate your Power of Attorney at any time for any reason as long as you are of sound mind. If you are no longer of sound mind, a court can remove an agent for acting improperly.

Your agent cannot make health care decisions for you. You may execute a “Health Care Proxy” to do this.

The law governing Powers of Attorney is contained in the New York General Obligations Law, Article 5, Title 15. This law is available at a law library, or online through the New York State Senate or Assembly websites, www.senate.state.ny.us or www.assembly.state.ny.us.

If there is anything about this document that you do not understand, you should ask a lawyer of your own choosing to explain it to you.

IMPORTANT INFORMATION FOR THE AGENT:

When you accept the authority granted under this Power of Attorney, a special legal relationship is created between you and the principal. This relationship imposes on you legal responsibilities that continue until you resign or the Power of Attorney is terminated or revoked.

You must:

(1) act according to any instructions from the principal, or, where there are no instructions, in the principal’s best interest;

(2) avoid conflicts that would impair your ability to act in the principal’s best interest;

(3) keep the principal’s property separate and distinct from any assets you own or control, unless otherwise permitted by law;

(4) keep a record or all receipts, payments, and transactions conducted for the principal; and

(5) disclose your identity as an agent whenever you act for the principal by writing or printing the principal’s name and signing your own name as “agent” in either of the following manner: (Principal’s Name) by (Your Signature) as Agent, or (your signature) as Agent for (Principal’s Name).

You may not use the principal’s assets to benefit yourself or give major gifts to yourself or anyone else unless the principal has specifically granted you that authority in this Power of Attorney or in a Statutory Major Gifts Rider attached to this Power of Attorney. If you have that authority, you must act according to any instructions of the principal or, where there are no such instructions, in the principal’s best interest. You may resign by giving written notice to the principal and to any co-agent, successor agent, monitor if one has been named in this document, or the principal’s guardian if one has been appointed. If there is anything about this document or your responsibilities that you do not understand, you should seek legal advice.

Liability of agent:

The meaning of the authority given to you is defined in New York’s General Obligations Law, Article 5, Title 15. If it is found that you have violated the law or acted outside the authority granted to you in the Power of Attorney, you may be liable under the law for your violation.

Page 3