ELLENOFF GROSSMAN & SCHOLE LLP
370 Lexington Avenue
New York, New York 10017
(212) 370-1300
(212) 370-7889 facsimile
December 21, 2005
VIA EDGAR
US Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
Re: HD Partners Acquisition Corporation (Reg. no. 333-130531)
Ladies/Gentlemen:
On December 21, 2005, on behalf of HD Partners Acquisition Corporation (the “Company”), we filed via the Edgar system a registration statement on Form S-1 (reg. no. 333-130531), along with exhibits. Unfortunately in connection with such filing, the financial printer inadvertently did not attach Exhibit 23.1 to the transmitted file. We would like to confirm that in fact Exhibit 23.1 was executed by the Company’s auditors, Goldstein Golub Kessler LLP, and we have attached a copy of Exhibit 23.1 hereto. Please note that Exhibit 23.1 will be properly filed as an exhibit to amendment no.1 to the Company’s registration statement at such time that amendment no. 1 is filed in response to any comments the Company may receive in connection with the filing of its Form S-1 by the Commission.
Please direct any questions or comments with respect to this letter, as well as the registration statement, to the undersigned.
| Very truly yours, |
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| /s/ Jody R. Samuels |
| Jody R. Samuels |
Exhibit 23.1
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Board of Directors and Stockholders
HD Partners Acquisition Corporation
We hereby consent to the use in the Prospectus constituting part of the Registration Statement on Form S-1 of our report dated December 16, 2005 on the financial statements of HD Partners Acquisition Corporation as of December 13, 2005 and for the period from December 6, 2005 (inception) to December 13, 2005 which appears in such Prospectus. We also consent to the reference to our Firm under the caption “Experts” in such Prospectus.
/s/ Goldstein Golub Kessler LLP |
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GOLDSTEIN GOLUB KESSLER LLP | |
New York, New York | |
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December 16, 2005 | |
